We Are Monsters
by Creaturemaster
Summary: Ben somehow arrives in a strange new world where people and actual monsters co-exist (sort of). When he tries to blend himself in with Monster High's skeleton crew, things go horribly wrong! With a darkness lurking just of reach and an absurd amount of ghouls all wanting a piece of him, just how much can Ben take before he'll really "feel like a monster"? Rated T for harems & yuri.
1. Meet the Monsters

**Okay, I thought I might as well give this a try. Behold! My first cross over with Ben 10 and Monster High! And as an added bonus, it's the first of its kind (I checked)! Don't worry, Monster High doesn't exist in the Ben 10 Universe and vise versa. They each have their own seperate universes, and give credit to those that made them as I have no creativity of my own to match them (Ain't I humble?). Please send me your comments and your reviews so I know if this story is worth writing or not.**

**If you're looking for a good Monster High story to read, might I suggest reading _The Abyss gazes Also _by _Chromatoast_?**

**If you're looking for a good Ben 10 story to read, might I suggest reading _The Slayer Chronicles _by _Winter Coma?_**

**Edit: If you are reading this, then congratulations! You've stumbled across my first work of fanfiction before I was my funny and witty self (he said sarcastically). As such, I feel that I could do better on my previous stories with how I've progressed, and I've felt that some chapters of my first story could use some reworks. So essentially, I just rewrote and reworded this entire chapter without any significant plot change, so don't worry!**

**Onward!**

The moment Ben woke up and found himself starring at the black expanse of the night sky and a carpet of damp, dew-covered grass beneath him, he knew something was off.

The first item on his list of things that were wrong was the splitting headache that coursed through his head. It felt like his skull was being used as a bass drum during a solo while simultaneously having a railroad spike slowly driven into it with the pulsing, hammering blows of the mallet only making the pain even worse. The second thing that felt off that his body was aching and sore, as if he had landed on a mattress filled with rocks after falling several stories up (then again, this seemed to be a regularly reoccurring thing in his line of work). And finally, he was in some place that he didn't recognize in the slightest as he stood up and stretching his pain-racked body, wincing as he heard the loud snaps and cracks of his back when he bent backwards.

It was then that he noticed several oddly shaped objects jutting up out of the ground in an almost haphazardly manner while remaining arranged in neat, even rows across the fog covered grounds.

Tombstones.

Ben held back a yelp of surprise, clutching the area over his chest where his heart was as he slowed his breathing and gulped nervously to take in his surroundings; wherever there were tombstones, that usually meant a graveyard, and thus it usually meant people of some kind. The night air was cool and damp against his skin, the moon full in the night sky among the collection glimmering stars that the ominous clouds didn't roll over in their silent rampage. The wielder of the Omnitrix was getting the sense that he wasn't some place he was familiar with, at least not in the sense that he had been there before, and wherever he had ended it up, it seemed being creepy was the name of the game.

"Alright, definitely getting a case of the hereby-jeebies." Ben shuddered as he tapped the Omnitrix and nearly collasped with relief when he was met with its usual, warm glow. He then quickly cycled through the roster, bypassing aliens such as Way Big and Clockwork before he finally settled on selecting the Lepidopterran icon and slamming a hand down on the activation button, swallowing himself in a blast of green energy and light. His body began to swell and balloon as millions of strong, firm muscles piled themselves onto every part of his body while his fingers and hands trembled and twitched before quickly growing in size to match his rapidly growing arms. Stitches arched across his body as his expeditiously expanding back and chest tore his black and green T-shirt to shreds with a loud ripping noise while patchwork skin started make up his surface. A pair of burdensome, green gauntlets formed around his thick wrists as metallic bolts burst and poked out from his body on his arms and back while a pair of gigantic conductors erupted forth from his broad shoulders with a blast of green light. Electricity danced violently between the two turrets as a pair of black pants and large, slitted boots materialized on Ben while his pushed out with a loud crunching noise, a few teeth jutting at odd positions. His hair flashed and darkened into a jet black and grew long and shaggy as the Omnitrix thrust itself out of his right pectoral muscle, looking as if it been painfully torn from his body and crudely punched back in.

The Transylian paused to glance at his gigantic hands, frowning with disappointment at his appearance. "Aw, man! Doesn't this thing _ever _work?" he sighed.

Lightning's whip cracked the sky in two as thunder's stampede came rumbling shortly afterwards, making the dry air vibrate and buzz with energy, making some of Frankenstrike's dark hair stand on end as he proceeded to lumber towards one end of the graveyard where he eventually came across a cracked and barely noticeable cobblestone path that had succumb to the elements and more like ancient mud and dust covering a layer of forgotten rocks. The wrought iron fences creaked and groaned as he pushed them open, finding himself standing on a sidewalk next to a road that ran in two directions, one going out towards the wilderness and the other stretching off in the direction of a series of glowing lights.

Lights meant civilization. And civilization meant people of some degree.

"Am I back on Anur Transyl? Is this just another prank pulled by Rad?" Frankenstrike asked himself, remembering the tough as nails duck that had kindly piloted him to the monster planet (and consequently refused to speak with him afterwards).

That made him think of his friends and family back home. They were undoubtedly worried about him, but there was also the slight chance they hadn't even noticed he was gone yet. Would Grandpa Max, Gwen, Kevin, and Rook frantically search every last corner of the galaxy for him, leaving no planet unturned until they found answers about his fate? He knew his parents would be worrying their heads off, especially his mother, and his friends be trying to hold everything together while the villains had a field day without him around to ruin their schemes and plans.

Wherever he had ended up however, it didn't seem to be Anur Transyl or any of the other planets located in the dark, shady, cobweb covered section of the universe that was the Anur System; there wasn't anything that particularly screamed 'alien' about it, and he had yet to see Lunar Lobo in the eternal, night sky.

After a time he eventually came across a road sign planted about half a mile or so outside of the town. It was really nothing more than a mound of concrete bricks arrange in a circular mound with two stone pillars that framed a plaque that read "Welcome to New Salem". Perched on top of the sign like some kind of silent guardian was a vicious looking gargoyle with a snarling maw, pointed ears and horns, flared wings, and wicked claws, a true beast that looked like it wanted nothing more than to prey upon innocent passerby.

As the Transylian continued to walk, he began to take in his surroundings better as he lumbered down the sidewalk. He was seemed to have entered the business district of the town as there were various shops and businesses ranging from restaurants and cafes to electronic stores and mechanic garages, all in all a nice, small town to grow up in. The town had an old vibe to it, with a majority of the buildings being carved out of bricks and mortar with concrete bases and pillars to frame them into place before the sprawling town eventually gave way to more open spaces that house large businesses such as a shopping mall.

"Nice place. A few curtains, maybe a shag carpet . . ." Frankenstrike cracked to himself to try and keep his spirits high as he crossed a bridge that overlooked a wide and slowly ebbing river; upon closer inspection, one would notice that on one side of the river, the side that Frankenstrike had come from, was neatly pruned with green lawns and ancient oaks with bright, green leaves and blooming flowers dotting the parks and green places provided between the drab of the buildings. The other side of the river however, the side that the Transylian was heading into, seemed less kept and left alone, the trees reduced to clawing, snarling branches that raked the sky with hungry wantoning, the grass a decaying shade of brown among weeds and brambles, and the flowers seemed to glow an otherworldly white in color beneath the full moon that seemed to be smiling down upon him.

The layout of the town changed significantly as well. The brick buildings seemed to have carried over from the other side of the river, but they were often dotted with ledges that housed gargoyles of various designs and ferocity and gothic points that stabbed at the sky and thrust painful out into the air like sharpened daggers into flesh. Shop windows were often decorated with cobweb-like designs and the parked cars that lined the streets shared mufflers and fronts that seemed to bare resemblance to hungry, gnashing teeth the closer one looked. The hoot of a lone owl was not uncommon as Frankenstrike continued to move along, taking note in how all the street names appeared to share a similar theme with their names; "Skellington Blvd", "Dead End", Scaremiester Avenue", being among a few of them.

The small businesses and restaurants soon gave way to the large corporate companies located farther away from the town, almost mirroring the other end of the river perfectly with the exception of the road signs. "Just what the heck is a 'Maul'?" Frankenstrike wondered, scratching his head.

Eventually, those disappeared too and housing began to take place and shape, occasionally meandering off into small communities of the same brick building establishments or parks and small woods and forests before more housing appeared and took root. Some of these were vast mansions of strange and questionable design in Frankenstrike's opinion as he lumbered past a vast complex that seemed to have stolen one of the Great Pyramids of Giza for its personal property while passing by another house whose exterior walls were covered in doors of many shapes and sizes, leaving the identity of the front door a mystery to all who didn't live there.

The Transylian was beginning to tire, the cool, dry air and moistened earth taking a toll on him as his body instinctively told him to sleep; it seemed that the primitive urge to hunker down and sleep during coming storms or wet environments that often left his human form groggy and overslept when he woke up was shared by Transylians as well. He didn't have enough money to attempt to check into a motel, and sleeping on a park bench was out of the question lest it crumble beneath his tremendous weight. Eventually, when it was in the wee hours of the morning, he pushed himself past the wrought iron gate of a park and strolled over to a large, weeping willow tree that still harbored all its foliage and lay down at the base of the trunk with his hands folded over his stomach.

Frankenstrike sighed contently and got comfortable, wondering how long it might be before the Omnitrix timed out and returned him to human form. His attention was briefly snatched away by the sight of the stars ever so slowly beginning to fade away the slightest in the rising sun like ancient text on parchment after years of touch and abuse; he wondered how things were be handled back home and he felt his heart twist slightly at the thought of his loved ones, even Kevin.

"Miss ya guys." he sighed tiredly before he let his eyes droop shut and fall into dreamless slumber.

* * *

_Tap. Tap, Tap. Tap._

"Excuse me, young man? Young man?" a deep voice with what sounded to be a German accent rumbled.

Frankenstrike mumbled something in his sleep and let out a tremendous yawn that exposed his crooked teeth while he stretched his large muscles and cracked his oversized fingers with a single flex; he was mildly surprised that the Omnitrix had even held up this long, maybe six hours or so, especially considering that it had the habit of timing out at the worst of times. Perhaps the life form lock mode had been activated when he . . . fell? He didn't even know how he got to this strange world yet!

"Young man, I would very much appreciate it if you could get off of my petunias."

The Transylian rubbed the sleep from his eyes and blinked blearily to look up and find himself lying the shadow of a tall, imposing figure that stood perhaps a foot or so taller than him with gigantic, broad shoulders with strong arms and massive hands with burly fingers. A large stitch ran up to his left eye, accent his strong chin slightly when attention wasn't drawn to his greasy, black hair and a pair of metallic bolts jammed into his neck that crackled with electricity every now and again; the large figure was colored a deep shade of mint green and was riddled with stitches across all available parts of his body, dressed in a white lab coat dotted with mysterious stains, a pair of brown dress pants, and large wading boots that looked like they were maybe three to seven sizes bigger than that of the average human.

"Can I help you?" Frankenstrike asked the strange creature that bared a striking resemblance to him.

The monster (for what else could it be described as?) huffed with annoyance and placed his hands on his hips in an authoritative gesture. "I've told you once already, young man, get off of my petunias before I call the police for trespassing!"

"Petunias?" Frankenstrike mumbled curiously as he climbed to his feet to stretch his aching body; it wasn't until after a series of cracks and pops from his loosening joints that he noticed he had, indeed, plopped himself down in the middle of a flower bed that encircled the trunk of the tree he had slept under the night prior to. "Oh." he said with a sheepish smile.

It seemed the monster was about to let him have it right then and there when the sound of a second set of feet hurriedly making its way across the grass quickly drew both of their attentions towards the source, the monstrous figure deflating slightly when he saw who it was. It was a girl, tall for her age, and covered with the same, mint green skin color as the hulking giant she was approaching with the exception that it was paler than his, though it seemed to sustain the same number of stitches that criss-crossed their way across her arms and long legs, accenting a pair of over-sized bolts jutting out of her neck when they encircled her throat and highlighting a pair of lovely, heterochromatic eyes, only colored a shade of ivy and the other a light shade of sky blue. Her slender hourglass figure, not too big or too small but somehow just right, was clothed in a plaid school girl's outfit with a silken skirt held in place by a rhinestone studded belt with a lightning bolt buckle and chains; a black tie rested itself across her concealed cleavage and the silvery skullette on its front were all but identical to the pair of earrings she wore beneath her thick, black and white streaked locks that reached all the way down to the small of her back.

"Dad, what have I told you about wearing your lab coat outside of the lab?" the girl frowned accusingly, undoubtedly the monster's daughter from the way she was scolded him with a shaking finger.

The hulking monster sighed. "Sorry, honey." he mumbled. "_Immer ruinieren meinen Spaß._"

"I heard that," the girl said to her father before she turned her attention to Frankenstrike, having to tilt her head up just to look at him in the eyes. "Hi, I'm Frankie! Nice to meet you!" she smiled brightly, sticking out her hand; the Transylian tenderly took it, noticing how utterly massive his hands were compared to her delicate fingers, almost three times their size.

"The name's . . . Frankenstrike." he introduced himself. It wasn't exactly a lie.

Frankie beamed brightly. "Nice to meet you. Sorry for asking, but are you a new student at Monster High? I haven't seen you around here before."

"Neither have I." Frankie's father added gruffly, folding his bulking arms over his chest as his bolts crackled with disapproval. "Honey, shouldn't you be getting for school?"

The young cadaver rolled her eyes. "Right, Dad." she smiled sweetly; Frankenstrike found that he had trouble taking his eyes off of the mint green-skinned girl beneath him. Somehow, despite the fact that she was most likely cobbled together from miscellaneous limbs and organs, those mismatched eyes, her sugary smile, and that adorable naivety she had about the world drew the Transylian to her. He watched with a thunderstruck look as her delicate fingers slipped out of his gargantuan digits and she turned to stroll back up the walk to her Swiss Chalet-like house, the walls painted a dark brackish color and with several odds and ends sticking up out of it such as a series of lightning rods, bizarre generators and devices, and even a large satellite dish bolted to the back roof. Before she disappeared back inside the door however, a thought occurred to her and turned back around to walk back to Frankenstrike.

This idea made her father stiffen slightly, just enough that Frankie wouldn't notice it but Frankenstrike would. "Do you want to come in for breakfast? It'll be more comfortable inside than standing out here in cold." she pointed out.

"Um . . ." Frankenstrike looked out of the corner of his eye at Frankie's father; not only was inviting himself in without permission quite rude, but if there was a small chance that he wouldn't be able to get home from wherever he had ended up, it wouldn't hurt to have people he knew. Especially people that didn't hate him.

Viktor Stein was brooding angrily, clenching his jaw tightly and subtly grinding his teeth as he glared closely at the Transylian with suspicious hatred. He knew that his sweet, innocent daughter was smart in her own right, already showing capabilities in creation and reanimation, but she still had _a lot _to learn about the world; one such example was to always be suspicious of strangers that mysteriously appeared on ones' flower bed from seemingly out of nowhere without an explanation. As if that wasn't fishy enough, the newcomer bared an oddly striking resemblance to both him and his family, possessing the similar stitching and patchwork skin, the hulking, muscled frame, the almost unintelligible look, and the frightening amount of electricity harbored within his body. If he had his way he would have thrown the stranger off of his property long ago, and he was now mentally cursing his inability to say 'no' to almost anything his beautiful daughter asked of him.

So it took great restraint for him not to give a reluctant sigh when he steely nodded his head, the slightest of smiles crossing his face when Frankie smiled, clapped her hands happily, and hugged him tightly. The young cadaver then whirled around and eagerly took hold of two of Frankenstrike's fingers, practically dragging his tremendous frame towards the front door (which was thankfully larger than an average-sized door to accommodate it's towering residents). Victor half expected one of the Transylian's arms to pop right off like his daughter's did so many times and began to follow after them . . . that is, after he glared disappointingly at his destroyed flower bed.

He made a mental note to send the young monster a bill.

* * *

"Do you like Scary-Os or Frosted Fangs?" Frankie asked aloud as she rummaged through the kitchen cabinets, standing on her tiptoes to do so; it seemed no matter her heritage, she was always just a _little _too short to reach and grab what her parents could easily grasp with their frightfully unnatural bodies. The kitchen was decked out with dark blue floorboards of exotic origin with the ceiling and walls painted a faded white to compliment the black cupboards and marbled counters that lined the walls. A large table with four chairs seated around it sat off in a corner of the kitchen that had been designated as the dining area, surrounded by large windows that looked down into the yard below. The chairs were slightly larger than normal, most likely to accommodate the residents of the house's large stature, though Frankie seemed to be the one exception.

"Uh, Scary-Os?" Frankenstrike tried. Back home he normally feasted upon whatever he could manage to grab on his way out the door, usually a breakfast bar, bowl of cereal, and sometimes even a plate of eggs, before his mother could wake up and attempt to cook up some of her 'health' food that was more along the lines of rat poisoning or insect repellent (at least, according to his taste buds). The sound of nails clicking against the floor caught his attention and the Transylian turned to see a tall woman come strolling into the kitchen wrapped up in a bathrobe with a small animal at her heels.

"Morning, dear." what Frankenstrike assumed to be Frankie's mother murmured sleepily, the bolts embedded in her neck that seemed to be a shared, family trait crackling unstably every now and again. She was tall like her husband, standing several feet over her daughter so that stood a good nine feet or so at full height while wearing a pair of plaid sweatpants and old T-shirt under her bathrobe; she shuffled about in her fuzzy slippers and it was only when she noticed that Frankie was pouring two bowls of cereal did she see Frankenstrike eating at the table.

Now, Viveka Stein was accustomed to Frankie bringing friends over for sleep overs, study groups, and the likes, and she was fine with that, seeing that most of them were ghouls and very close friends any way. Whenever any of the boys came over, her motherly instincts would kick in and her senses seemed to sharpen whenever they retreated to the living room or down into the basement that was Frankie's bedroom (her husband's laboratory was located even further underground, despite the fact that it had several large windows that flashed intensely with lighting every time he felt the need to emulate his father and cackle maniacally. This had later turned out to be voice activated video display for her husband's amusement, something she couldn't help but find childishly endearing), always on high alert to rush in should things get out of hand. Admittedly, she ignored those senses whenever it was Deuce or Clawd since their ghoulfriends were more than likely to beat them senseless if they tried anything with Frankie, and the Hyde brothers (if you could call them that) were charming in their own right, but Heath Burns was one of those boys that always managed to make the hairs on the back of Viveka's neck stand on end . . . especially since he had a record of accidentally setting fire to or melting anything he touched.

"Who's your friend, dear?" Viveka asked her daughter.

Frankie glanced back over her shoulder as she stood on tiptoe to put the box of cereal away. "Oh, that's Frankenstrike. We found him sleeping on Dad's petunias!"

"It's a long story." Victor grumbled under his breath as he lumbered into the kitchen past his wife.

"He's a new student at Monster High." Frankie added with a bright smile as she set his bowl of cereal down in front of him and took a seat next to the Transylian. The young cadaver was all but dwarfed by his mighty frame.

Viveka raised an eyebrow as she stirred her morning coffee next to a plate of ghost toast slathered with booberry jam. "Oh, he is, is he?"

"Apparently." Victor mumbled under his breath as he plunked himself down in the seat next to his wife with a massive plate of pancakes drowned in syrup in front of him and a pair of monstrous utensils to eat them with.

Frankenstrike took a cautious sniff of his cereal, having learned from experience that most new food had a tendency to fight back in his line of work, and was about to take a bite when a loud panting sound caught his attention. Looking down, the Transylian found himself looking at a pair of dichromatic eyes, the right one being blue and the left one green, attached to the face of an adorably small and playful puppy. At first glance, it would have looked like a puppy as well, had Frankenstrike not noticed that stitches arched across its body, separating patches of short, coarse, brown hair from the golden, shaggy spots; a pair of small, feathered wings sprouted from the animal's back, a set of gills puffed open and closed every few seconds just above the spiked collar around its neck, sharp spikes running in a row down its back from the head, and a rough tongue behind a set of powerful jaws.

"What is _that?_" Frankenstrike starred.

"That's Watzit my pet . . . something. I honestly don't know what he is, but his pet license is ten pages long." Frankie answered, whistling for her pet to come over. The animal barked happily and scampered over to her, rubbing affectionately against her leg as she scratched behind his ear. "Just don't call him a dog. He hates that." she added in hushed tone.

The conversation from there on lulled into null and void with the family and their guest awkwardly chewing and eating their various meals in silence until Frankenstrike attempted to strike up a conversation of some kind. "So . . . Mr. Stein? Did you make Watzit?"

The large, hulking monster nodded as he roughly stabbed a piece of pancake with his fork and shoved in his mouth, chewing as he talked. "Indeed. I took body parts from different species and stitched them together to create a pet for Frankie," Viktor answered, unfortunately forgetting he still had food in his mouth. "He has the brain of a dog, the spikes of a dragon, the eyes and fangs of a cat, the wings of a parrot, the fur of a monkey, the fins of a fish, and the stomach of a goat . . . I don't remember putting that in . . ." he added with a trail of annoyance made evident when the collection of animal parts began to playfully gnaw on the edge of his lab coat.

"Frankie, dear? Do you mind?" he coughed, pointing down at the small animal.

"Hmm? Oh, sure!" Frankie nodded, getting up from the table and crouching down to her beloved pets level to whisper something in his ear; the ear soon fell off afterwards before Frankie managed to fit it back in place and sent the happy animal scampering out the pet door and onto the front lawn, yipping and barking all the way.

"What'd you tell him?" Frankenstrike asked, eating a spoonful of Scary-Os. The cereal oddly enough, was that much different than what he usually managed to grab on his way out the door before his mother could attempt to feed him the vile concoction of health food she tried to pass off as pancakes or breakfast potatoes or even chilli fries; how Rook could even stand to eat the stuff while he could barely keep his lunch door from the mere _smell _of it was a mystery to him.

Frankie shrugged. "I told him if he could find the biggest bone he's buried out in the backyard for me I'd give him a treat."

"As long as he isn't burying them in my petunia patch." Victor cast a glance in Frankenstrike's direction as he pushed his chair back, got up from the table, and collected his silverware and plate to dump them into the dishwasher to be cleaned for later.

Viveka raised an eyebrow but decided not to push the matter just yet. "So, Frankenstrike, was it?" she asked. "Where do you come from?"

The Transylian nearly choked on his spoonful of cereal at the question, attempting to make it look like he had merely accidentally choked on his own spit instead of being startled at the question. "I . . . I, uh, come from . . . Bellwood." he replied.

"Bellwood, huh? Never heard of it." Viveka hummed, taking a bite out of her toast.

"That's because it's an incredibly small town in Nevada. You wouldn't even find it on a map." he quickly lied. While Bellwood was located not too far from Las Vegas, maybe a hundred miles or so to the West, it was _far _from being a small town that no one had ever heard of. With it's alien population now above and below ground and the fact that it was the hometown of the galaxy's most famous hero, it was well known across the world and was very popular among tourists for its alien attractions and the chance to see the ever heroic Ben 10 in action.

Fortuitously, Viveka seemed to buy it and let the subject drop as a loud, annoyed yell came from the kitchen. "Aaaaagh! Curse these fancy gadgets!" Victor's heavy voice yelled.

Frankie rolled her eyes. "Press the middle green button and twist the knob 10 degrees to the left!" she called out; the low hum of the dishwasher turning on soon followed and Frankie's father came shuffling out grumbling obscenities under his breath as he lumbered off to continue work in his subterranean laboratory.

Viveka felt the ghost of a smile cross her lips. "That's Victor for you. Able to solve the most complicated equations known to man or monster and reanimate corpses from the dead, and yet he can't even comprehend how to operate a dishwasher."

Frankie laughed. "It's like I'm the teacher and you guys are the students for a change." she giggled.

Frankie's mother rolled her eyes with amusement. "Frankie dear, you and your new friend should probably get going to school." she said, clearing her dishes and snagging both Frankie and Frankenstrike's bowls; the young cadaver nodded and jumped out of her chair, the sound of her feet pounding on the basement stairs resonating throughout the house as she hurriedly gathered her books and papers and things and hoping she didn't forget to do last night's homework assignments. Unsure of what to do while he waited, the Transylian excused himself from the table and made his way to the front door to wait for Frankie, wondering if it was really wise to follow her to school. Then again, he didn't currently have anything better to do, and if was going to be stuck here for a while it was always good to have allies.

It was then that the Transylian noticed a series of framed photos hanging on the wall next to him, one right above the other in what he could guess to be a descending, chronological order. The first picture was colored black and white, no doubt taken a very long time ago and long before colored images were invented; standing proudly at the alter with a skeleton priest to bind them together was what Frankenstrike guessed to be Frankie's parents on their wedding day, the two monsters stuck forever in an eternal liplock of love. Standing off to the side and wiping a tear of joy from his eye was an aged man with frazzled, white hair and a pair of spectacles over his greatly weathered eyes. He wore a slightly torn and battered tuxedo, as if it could have possibly been stolen from a grave, and chose to wore a pair of rubber gloves over his hands for the special occasion. Standing stooped and beneath him was a hunchbacked ghoul with a funny-looking smile and odd eyes dressed in a tuxedo to suit his unique physique, a plush pillow in his hands marking him as the ringbearer.

The second framed photo was colored this time, signifying it had been taken relatively recently in comparison to the previous picture despite the fact that the setting was dark and damp and sheltered away from almost any natural light. Victor loomed over a lab table dressed in a lab coat covered in mysterious and fresh stains with a pair of protective goggles over his eyes and rubber gloves on his mighty hands while he cackled madly; Viveka was slightly less enthusiastic than her husband eagerly hugging what Frankenstrike realized to be a recently made and incredibly bewildered Frankie Stein.

"Well, that's one way of making the perfect child." Frankenstrike chuckled to himself with amusement.

The third photo was similar to the last in the fact that it seemed to take place in the same, dark laboratory with a set of gigantic conductors hanging from the ceiling with a tremendous amount of electricity crackling between them. Down on the floor was Frankie dressed in a lab coat and a pair of goggles just her size pulled over her head; her stitch-laced arms were wrapped around a recently awakened Watzit while the small animal happily licked her cheek as the young cadaver's parents watched from the sidelines with proud smiles upon their faces.

A soft scratching caught his attention and he turned towards the source of the sound, finding that it was the front door. The door knob thankfully already looked slightly squished as he closed his fingers around it and pulled the door open to look down and find Watzit sitting on his haunches, panting eagerly. With a chuckle, the Transylian stooped down and rewarded the canine-like animal with a good scratch behind the ear. "Do you find a bone, boy?" he joked.

Surprisingly, Watzit barked eagerly and wagged his tail happily before scampering back out the door and out onto the front lawn. Following with his eyes, Frankenstrike felt his jaw nearly drop to the ground when he saw the overjoyed pet hungrily gnaw on the toe bone of a gigantic _Brontosaurus _skeleton, the single bone almost dwarfing Watzit entirely as he attempted to dig his little fangs in for a meal; the titanic dinosaur skeleton however, didn't seem to even stun Frankie as she came strolling out the front door with her backpack strapped in place.

"Good boy!" Frankie cooed affectionately, scratching her pet under the chin before rewarding Watzit with what could only be described as a sardine stuffed inside of a T-bone steak and slathered in mashed bananas, custom made for the collage of animal parts sewn together. "Just make sure you put it back!"

Frankenstrike continued to stare, hardly even aware when Frankie grabbed hold of two of his massive fingers and practically pulled himself across the front lawn. "C'mon!" she smiled excitedly. "I can't wait for you to meet my friends. I'm sure they'll like you!"

_I hope they do,_ Ben thought to himself as he was all but he dragged down the sidewalk by Frankie.

**So what do you think? Good? Bad? Somewhere in between? Please review in the comments below, and if you liked it, I'll try to have the next chapter out by next week, but I can't make any promises.**


	2. A Fish out of Water

**Thank you for the many reviews! I honestly didn't expect this story to be so good (mostly because I was the first one to make one). I'm sorry this took so long to update. That's what I get for trying to write 4 stories at the same time. Extra thanks to Rexfan1333 for giving me a brilliant idea for this story! And now, without further interruption!**

**Enjoy!**

Ben had to admit, that the school was far more impressive than any other school he had gone to in his life. The school was large and imposing with high pink walls and a large courtyard, of which a large fountain that spewed forth swamp water sat. Hundreds of students of every monster type roamed about as they chatted and talked to each other. Large trees lined the walls of the courtyard, with students reading and studying under them. Several spirits swooped and dived through the air toward their classes, frightening a couple of students as they passed by.

"So? What do you think?" Frankie asked him. He startled, forgetting she had been next to him for a moment. Then again, he was more than twice her height. In fact, he seemed to be the tallest one in the courtyard, even towering over a large minotaur that was tossing around a basketball with a werewolf and gorgon. "I'm impressed." was all he could say. Frankie nodded and grabbed his large arm, dragging him across the courtyard, drawing the attention of almost every monster in the area. Frankenstrike tried to ignore them, and saw that Frankie was pulling him toward a small group of monsters crowded around the front steps leading up to the school.

A tall mummy girl with gold and black striped hair and wrapped in gold and blue bandages eyed him carefully as he approached them. The werewolf wearing a purple skirt sniffed him as a small, pink vampire practically squealed at the sight of him and Frankie together. Their even shorter zombie friend just moaned, her eyes moving in separate directions for a brief moment before settling on him. "Hey, Frankie!" the werewolf said.

"Hey, Clawdeen! You finish last nights Biteology homework?" Frankie asked. The werewolf nodded as the mummy pushed her way to the front of the group. "Frankie, I'm sure we all _want _to talk about the homework we were supposed to do last night, but I'm pretty sure we're all _dying _to know where you got your new boyfriend." she said in a commanding voice. The girls all voiced their wanting to talk about him. "Where did you get such a hulking guy?" Clawdeen asked, referring to Frankenstrike's monstrous size. He would be lucky if he didn't have to duck his head just to fit into every door in the building. "I found him on my front lawn." Frankie replied, getting odd stares from her friends. "So, what? Your dad invented a boyfriend plant?" Draculaura asked.

Frankie blushed as Frankenstrike turned red and his chargers crackled with electricity. "He's not my boyfriend!" Frankie said quickly. "We're just friends! I thought I might show him around on his first day." The other monsters seemed to by it, even though Draculaura bit her lip in excitement. Ghoulia moaned something incomprehensible to Frankenstrike. "Uh, what did she say? I don't speak zombie." he said with slight remorse in his voice. "She asked what that disk on your chest is for." Cleo translated. "And why you don't wear a shirt." she added, her eyes tracing over his large muscles. Frankenstrike. Clawdeen elbowed her as Frankenstrike tried to come up with something. "It's, uh, to help me, um, control my electrokinesis?" he tried, hoping against that they would buy it. The girls shrugged and headed into the school, Ghoulia casting a suspicious glance back at him.

"I think they're starting to like you." Frankie said.

"I'm not so sure." Frankenstrike said nervously.

"Oh, don't worry about it! I'll take you to Headmistress Bloodgood so you can get started!" Frankie said. She quickly pulled him inside before he could argue, his head hitting the top of the doors and ripping out a small section in the shape out his squared head. He was pulled down dark purple halls lined with coffin shaped lockers. It seemed that most of the sports areas were on the first floor. He passed an open door to a large pool area that reeked of chlorine and an even bigger indoor gym where the Casketball team was practicing. There even appeared to be an indoor football and soccer field!

Eventually they came to a door with several bars over the window. Whether it was meant to look threatening or for protection was up to debate. Frankie walked up to the door and gave a quick knock. "Come in." a female voice ordered. Frankie opened the door and stepped inside, gesturing for Frankenstrike to do the same. He stepped forward and ducked down, his large conductors taking a bit off the top of the door frame. "That's gonna be a real headache." he sighed as he sat down next to Frankie in two chairs in front of the desk. The chair groaned under his weight for a brief moment before it gave way and broke, setting down a couple feet. He was still, however, taller than Frankie or the woman sitting in front of him.

The woman had black hair curled up on her head. Which was sitting on her desk as her body wrote on a sheet of paper. Frankenstrike nearly fainted at the sight before Frankie whispered to him that she was the daughter of the Headless Horseman. He relaxed by about 5 degrees as the head cleared her throat (how does a head do that anyway?). "A pleasure to meet the newest student here at Monster High," the Headmistress said with a bright smile. Her body gave a brief thumbs up before returning to writing. "I will admit, we weren't expecting you, but I'm sure you'll fit in quite well. I see you've already made some friends here, and I'm sorry to say you won't be able to see them for a while."

"What!?" Frankenstrike exclaimed, jolting up from the remains of his chair and hit his head on the ceiling, leaving a large dent as plaster fell down. "That is the reason why you will not be able to see your new friends for a while," the Headmistress stated. "Since you have come here, your clumsiness has dealt a healthy amount of damage that needs to be payed for. From the little information I have gathered about you, you have no job to help pay for damages for enough money. Therefore, you will have to find some form of work to pay off the damages to the school." Frankenstrike grumbled a bit, but sullenly agreed. "I understand the Stein family has currently taken you in for the moment," the Headmistress continued. "I am sure they wouldn't mind that you also pay a sort of staying fee. You can find some help from Lagoona Blue at the Maul after school. I'll inform her, and you two can decide when and where to meet. Agreed?"

"Sure. Whatever." Frankenstrike huffed as he and Frankie exited the office with his schedule in hand.

* * *

"It looks like you first class is with Mr. Hackington," Frankie said as she glanced over Ben's schedule. "Should I be worried?" he asked as they arrived at the classroom door. Behind the barred door he could hear insane laughter echoing off the walls as the lights flickered on and off. "Nah, Mr. Hack is pretty easy to handle. Just keep your head down, don't get on his bad side, and you'll be fine." Frankie replied as a loud explosion suddenly rocked the school. "What exactly does he teach?" Frankenstrike asked as he peered through the bars of the door.

"Mad Science," Frankie replied. "Don't worry. Just do what I do, and you;ll be fine."

"If you say so." Frankenstrike sighed as he opened the door and promptly ripped it off its hinges. "At this rate, I'll be working for the rest of my high school life time." he sighed. Frankie laughed and walked through the doorway as Frankenstrike followed, ducking through and for once not taking out the frame. He set the door back in place and turned to see the class and Mr. Hack starring up at him. "Uh, hi! I'm Frankenstrike. The, uh, new student." he said nervously, waving a massive hand. A few of the students returned the greeting, though without taking their gazes off of his massive form. He smiled queasily and walked over to the set of seats and chose to sit in the back, where his solid form wouldn't block anyone's view. He walked up the steps, each one breaking under his metal lined shoes. He sat down in a seat and cringed as his chair broke beneath him. Mr. Hack cleared his throat and resumed the class as Frankie sat next to Clawdeen in the row in front of Frankenstrike. "Well, now. Since we have a new student in our class . . . . . . HOMEWORK FOR EVERYONE!" he bellowed. "Pages 37-118 due by tomorrow!" Everyone groaned, a few of them shooting glances at Frankenstrike.

_Not the best way to start school, _he thought as he attempted to look hidden

* * *

"So, where am I supposed to meet Lagoona?" he asked Frankie as the school walked through the crowded Maul. The rest of school had gotten a little better after Mad Science had ended. Frankie had been in a couple other of Frankenstrike's classes, which made things a little easier. Gym with Mr. Igor had been the best class so far, as everyone wanted him on their team when they divided up for basketball. Being incredibly tall and durable had its advantages.

"She works at the Coffin Bean over there," Frankie said, pointing to a brown building. "I'll meet you there in a few minutes. I'm meeting Draculaura, Clawdeen, and Cleo at Bath &amp; Cadaver Works." With that, she walked off through the crowds of monsters as Frankenstrike headed toward the coffee shop. He ducked under the door way, and was relieved to find that the ceiling was higher than last percieved. It was sort of cozy, with comfy arm chairs arranged in small circles around the shop as framed pictures hung on the walls, their eyes following you wherever you went. A long counter sat at the back of the shop as the smell of caffeine hung in the air like a heavy blanket. A girl with blue skin (scales?) and long, blonde hair as thick and wavy as seaweed was working behind the counter. Sharp, blue fins poked themselves out of her wrists and ankles. She wore a golden, seahorse necklace, a scale covered jacket decorated in black, blue, and pink, and a pair of shorts with fish nets going down to her knees. A white apron with several brown stains was wrapped around her waist as he approached the counter. The shop, for the moment, was empty, and a small, spherical bowl with a handle attached to it sat on the counter. A bright pink piranha swam around happily, flashing Frankenstrike a toothy grin as the girl turned around to greet him.

"'Ello, there! You mus' be Frankenstrike, am I right?" she asked, flashing him a friendly smile. "Yeah, that's me. Uh, Frankie said I could get a job here?" he answered, his being dwarfing the young sea monster with ease. Lagoona was entirely bathed in his shadow as the piranha swam nervously around in her bowl, clicking her sharp teeth together. Frankenstrike looked at it with a queasy look. "Oh, don't mind Neptuna! She just gets like that around new people." Lagoona explained. "Once she knows you, she's really nice. See?" she said, holding up the bowl for Frankenstrike to look into. He nervously reached a finger inside to pet the fish, and sighed with relief when it cozied up to the large finger, scratching itself with pleasure.

Then it bit him.

Frankenstrike didn't even flinch as the piranha's teeth sunk into his patch work skin. It didn't hurt a lot, but he wasn't exactly eager to have it attached to his finer either. Lagoona gasped and grabbed Neptuna loose, scolding her lightly as she slipped her back into the bowl, and set it beneath the counter out of sight. "Well then, lets get you into uniform!" she said, gesturing for Frankenstrike to come into the back room with her. He silently slid behind the counter, trying to break anything as he was thrown an extra, extra large apron to wear. Over the next half hour, the 2 teens went over everything about the shop, from the items on the menu and their costs to how to severe them and make them.

"Well, that pretty much wraps it up. Our shifts end in a couple of minutes," Lagoona said as she slipped off her apron and hung it on a hook for the next employee. Frankenstrike followed suit, tossing his on the floor instead; no one other than him was big enough to wear it. "So tell me 'bout yerself. From what I hear, you just suddenly appeared in Mr. Stein's flower bed one night." Lagoona said with a small laugh. Frankenstrike froze. What was he supposed to say? _I'm actually not from this universe, I come from a completely different one wear there aren't any monsters and I have a watch that can turn me into aliens?_ Not exactly something most people would believe.

"Well, I, uh . . . . Lagoona, you're nice and all, but . . ." he began. Lagoona was about to say something when she stopped. She took a breath and started to choke, coughing and hacking. Ben was too busy mumbling and stuttering to notice until Lagoona fell to the floor, gasping for air. "Crap!" he yelled, picking her off the floor in one, giant hand. "Water! Water! Where the heck do I find water?" he panicked until Lagoona shakily raised a hand to the back of the shop where a sign that said 'Restroom' hung on a chain. Without even thinking of what he was doing he ran into the door on the right, which just happened to be the girls side, and turned on the faucet before shoving Lagoona's face into the sink. He held her there as her chest rose and fell quickly, gasping in the steady rush of water, until he was sure she had had enough. He pulled her out and turned the water off and Lagoona calmed down. Frankenstrike breathed a sigh of relief until a sound met his ears.

BEEP! BEEP! BEEP! BEEP!

He glanced down at his chest and startled when he saw the Omnitrix flashing red, signaling the time out. He was surprised that the transformation had held out this long, and began to panick. He had quickly learned at school that most of the monsters weren't exactly fond of humans or 'normies' as they called them. He had seen what Jackson Hyde had suffered from Manny over several periods until he suddenly changed into Holt. Then the bullying stopped. Some of the students were _tolerant _of normies, but most of them weren't exactly eager to be around them._ Crap! What's Lagoona gonna think when she sees a human boy in the girls bathroom where Frankenstrike just was? _He was soon about to find out as the familiar green flash enveloped him, changing him back into his human self. He shook his head to see Lagoona starring at him, wide eyed. "Who are you, mate? Where's Frankenstrike? And why are you in the ghouls room at the Maul?" she asked as she parted her wet hair to one side. Ben sucked in a deep breath. He had to tell someone, and Lagoona seemed to be the best option at the moment.

"My name is Ben Tennyson," he began slowly. "And I'm not from around here."

"I'll say you aren't." Lagoona mumbled to herself as Ben continued.

"And by 'not from around here', I mean I'm not from this universe." That seemed to catch Lagoona's attention a bit more.

"Where I come from, there are no monsters like you, Frankie, or anyone else. Where I come from, monsters like Frankenstrike are aliens from other worlds." he said.

Lagoona cocked in eyebrow, not entirely buying the story. "Riiiight. You expect me to believe you're from another dimension where monsters are aliens? Frankenstrike must have accidently hit my head when he put me in the sink." she said. Ben held up his wrist to her, making sure the Omnitrix was in full view.

"This device, called the Omnitrix, allows me to change into different aliens. Just like Frankenstrike." he said. Lagoona paused and looked at him quizically. "You must be what the 'normies' call a LARPer. Where are your friends? Do they have blasters made out of tin cans and rubber bands?" she laughed lightly. Ben frowned.

"If I change into an alien, will you believe me?" he asked, holding his hand above the Omnitrix. Lagoona smiled. "Sure, mate. Have a go! I'd _love _another good laugh." Ben smiled cockily and activated the Omnitrix, cycling through the list before selecting an alien. "Well then, did you hear the one about the sea monster that was so surprised she couldn't speak?" he asked.

"Ah, no, I don't think I have." she said with a confused look.

Ben shrugged. "Me neither." he said before slapping the activation button. Lagoona gasped in shock as the green light enveloped him, changing his form. Scales raced up his arms and legs as they swelled, muscles building and bones strengthening. His fingers became clawed and webbed as the scales raced to cover the rest of him. Three slits appeared on either side of his neck and puffed open and shut as they sucked in air. A thin sheen of slime covered the scales as his hair disappeared into his scalp. Veins throbbed and pulsed as alien blood pumped through them and into his ever changing organs. His forehead to pulse and swell, like there was giant zit that was about to explode. And explode it did; a thin, green wire popped out of his forehead and hung in front of his face as the end began to glow and eerie color. His jaw swelled bulged and bucked until several rows of razor sharp teeth popped out and curved themselves over his lips. His eyes became that of a deep sea creature as two sharp fins rose from his back, completing the transformation. Ripjaws let out a roar, blowing back a shocked Lagoona's hair as he looked himself over.

"Ripjaws? I don't exactly appreciate your sense of irony here, Omnitrix! She already has a boyfriend!" he yelled at the hourglass symbol on a green belt that was around his waist. "So!" he said, turning to Lagoona. "Think I'm still one of those LARPers?"

Lagoona lightly shook her head and blinked. She rubbed her eyes and gave herself a quick slap, but the fish man was still there, towering over her by at least a foot. "Have you told anyone else?" she asked quietly. Ripjaws shook his head. "I'm afraid that they'll be mad at me." he said. Lagoona was about to say something, but Ripjaws interrupted. "And I'm not going to feel better about it. You know how they feel about normies." he interjected. "So until I can spill the beans, I need you to keep your mouth shut." he said, clamping his jaws shut for emphasis. Lagoona sighed and agreed. "Now lets get out of here before someone else comes in." Ripjaws didn't need to be told twice, and they quickly left the bathroom and exited the coffee shop, running into Frankie and friends near the Information Board.

"Hey, Lagoona! How's Frankenstrike's new job?" Frankie asked as Cleo, Draculaura, and Clawdeen caught up with her, their arms laden with bags. "And who's your new friend?" she asked. "Did you find him asleep in the bathroom?" she joked, referring to how she had found Frankenstrike. Ripjaws and Lagoona glanced at each other before Lagoona answered. "Frankenstrike's doin' just fine. He, uh, decided to look around the Maul a bit and told me to tell you he would meet you back at home." Frankie's face fell a bit. She had been looking forward to hanging out with Frankenstrike. And while she didn't want to admit it, she had developed a little crush on the hulking mass of stitches and bolts. She knew her parents would quickly approve of someone who looked so similar to them. They had excepted Jackson when they found out he was the son of Dr. Jekyll, and had begrudgingly excpeted Holt as well. Frankie knew that after the past few days events, they would like Frankenstrike one way or another.

"Anyway, this is a new friend of mine, Ripjaws." she introduced the ghouls to Ben. Ripjaws grabbed a hold of each of their hands and shook them in greeting, Cleo a little disgusted after a little bit of fish slime remained on her hand. "Lagoona, you better not be cheating on Gil!" Draculaura joked. The ghouls had a laugh, as Ripjaws laughed alone nervously, glancing to the Omnitrix on his belt.

"Hey, Lagoona!" The group turned to see a group boodes heading their way. Among them was a seemingly human boy with a Mohawk of live snakes, a werewolf rocking a letter jacket, and a sea monster wearing a glass dome over his head. "Hey, Gil!" Lagoona greeted her boyfriend, pecking him on the cheek. Gil was about to return the favor when he caught a glimpse of Ripjaws starring at him. Or not. He was picking his teeth with one of his claws. It was hard to tell with such faded eyes. "Lagoona, who's your friend?" he asked with slight hostility.

"Ripjaws the name, and biting things is my game!" Ben said, shaking Gil's hand. "I work with your girlfriend at the Coffin Bean. And don't worry. She's all yours, bro." he reassured him. Gil raised an eyebrow before sullenly nodding. He breathed a sigh of relief, a trail of bubbles escaping his lips. "Hey, man. Are you a new student at school?" the snake headed man asked. "Guess I am." Rip jaws shrugged. "And you are?"

"Deuce. Deuce Gorgon." he said. "And this is Clawd Wolf. Why don't you hang out with us for a while? Do you need a place to stay?" Ripjaws nodded his head. Returning to Frankie's would be too suspicious. And as much as he didn't want to hurt Frankie, he didn't want to get her in trouble either. Who knew what her parents would do if she let another boy into their house without their consensus. OR what happened if they discovered Ripjaws and Frankenstrike were in fact the same person? The risk was too great. "Cool. You can stay over at my place. Maybe Gil if his parents aren't so uptight about it." Deuce said, elbowing a red Gil with a laugh. "Don't worry, dude. We know you got enough problems." Clawd laughed.

"What's wrong with his parents?" Ripjaws asked curiously.

"His are all against him dating a sea monster," Clawdeen explained. "Something about a feud between the sea and river monsters a couple millennium ago." Ripjaws nodded his head in understanding.

"Don't worry, man. I assure you, I am 50% river monster. I'm 50% sea monster." he said as Gil looked at him in confusion. "I can breath either one. No biggie." Ripjaws explained.

The group talked for a couple more minutes before deciding to hit the food court, with the guys buying snacks. Ripjaws pitched in some money he had earned at the Coffin Bean to buy he, Lagoona, and Gil Seaweed smoothies, which actually turned out to be delicious. As the group chatted away at one of the many tables, Ben couldn't help but wonder how much longer he could pull this scheme off. He just hoped the Omnitrix would work with him.

Unfortunately, that wasn't going to happen.

* * *

"You have found him?" a wheezing voice asked

"Yes, master. We have located him. I've tracked him to an exact location, if you wish to here about it." a deep, growling, almost animal like voice answered.

The figure that the wheezing voice belonged to waved his henchman off. A werewolf like creatire got up from his bent position on the ground. "No, no. Let us leave Ben Tennyson alone, at least for now." the wheezing voice said. "We have much more pressing matters to attend to. Has Dr. Viktor completed the plans?"

The werewolf nodded. "He has. We just need to gather the materials."

The wheezing figure smiled. "Well done, Crüjo. With any luck, we will be finished in two weeks time."

"And then?" Crüjo asked his dark master, whose bony features curled into a smooth smile.

"Then I, Zs'Skayer, shall destroy Ben Tennyson and become High Ectolord once more!" the Ectonurite cackled, his wheezing laugh echoing through the dark warehouse where he and his men had set up shop.

**And there's the next chapter! Let me know if I did a good job at writing the Monster High gang. Leave any suggestions below, and I will try to have the next chapter out in a few weeks. Schools, starting, so things are gonna get crazy.**


	3. Clockwork 101

**Okay, so have gotten many reviews asking how Monster High fits into this whole mess, as well as who I'm going to pair Ben with. Well now, I'm gonna set the record straight: I'm not telling. Why would I give these away at the very beginning? And I'm going to give Ben at least a few more chapters to stir up mischief before his identity is revealed to the school.**

**I will however, drop a small hint on this story, just to keep you entertained: someone will finally redeem themselves. If you can guess, don't tell anyone! I repeat, don't tell anyone!**

"Oh my ghoul!" Draculaura suddenly cried. Everyone turned in their seats to look at the small, pink vampire, who clutched her icoffin with white knuckles. "What? What's so important?" Cleo asked with a slightly miffed tone in her voice. She was the one that got all the important texts first, while her friends got it second, and then everyone else got it third. It _must _be in that order. _Must._

"Robecca Steam's gonna jump the school!" Draculaura squealed with excitement. Everyone at the table burst into a roar of excitement, everyone talking over one another, leaving Ripjaws completely confused as to what was going on.

"She's gonna do it? Dude, that is sick!" Clawd exclaimed as he high fived Deuce.

"Is she crazy? Last time she tried that, she crashed right into the belfry!" Clawdeen yelled.

"I know!" Draculaura cried.

"RRRRROOOOOOOOOOOOWWWWWWWWW-RRRRRRRRRROOOOOOOOWWWWWRR!" Ripjaws roared, blowing everyone's hair/snakes/fur/bandages back, silencing them all.

"Thank you," said Ripjaws, clearing his throat. "Now then, can someone kindly explain to me who this Robecca girl is, and _why _she's trying to jump over the school? _Again?_"

Everyone acted sheepish, as they realized Ripjaws had no idea what they were talking about, or why they were so excited. "Robecca's a friend of mine," Frankie began. "She was created by a mad scientist that was a friend of my grandfather's."

"Dr. Frankenstein, right?"

Frankie nodded. "She's a robot that goes to Monster High with the rest of us, and she's kind of a dare devil in her spare time. She's been trying to jump the school for the past year or so, and last time she tried, she missed." Clawdeen explained. "Spent two months stuck in the workshop getting repaired, poor thing. And they _still _couldn't fix that problem she has with time."

"What problem?" Ripjaws asked.

"She's had this problem with some sort of inner clock. It's completely busted, so she's pretty much always late for everything. Good thing she has a permanent pass from Headmistress Bloodgood." Frankie explained.

Ripjaws nodding, following along with intent. "Cool. So when does she jump?

Everyone turned to Draculaura, who was busy scrolling on her icoffin screen. "Uh, tomorrow at lunch time." she said.

"I hope that gives me enough time to finish the homework Mr. Hack gave me." Lagoona said with nervousness in her voice. "Tomorrow we start . . . . _dissection._" she shuddered, hugging Gil tightly"Is she squeamish?" Ripjaws asked. Gil shook his head. "Every time Mr. Hack has us do a dissection unit, he has us cut open little frogs. Lagoona and I are practically related to them. It's like cutting open our parents!" Ripjaws nodded in understanding. "I see. Maybe I can help."

"How?" Lagoona sniffed.

"Lets just say I know a guy," Ripjaws said mischievously, glancing down at the Omnitrix.

* * *

"These are frogs?" Ripjaws asked.

"Unfortunately yes," Lagoona answered as she scratched hers under the chin. The small amphibians looked like normal frogs at first glance, but these little guys had an extra eye between their normal two, though that was pretty much the only thing that was different. "These lil' cuties are gonna be cut open wide, if yer friend doesn't show up soon." Mr. Hack was distracted, lecturing on the many ways to cut open your frog and rip out its organs while it was still alive (that's Mad Science for ya).

"I need you to distract Mr. Hack while I transform." he hissed to Lagoona so no one else could hear them. As of late, Lagoona was the only ghoul he trusted to so far with his secret. Lagoona nodded and raised her webbed hand to catch Mr. Hacks attention while Ripjaws slowly slid down in his seat. "Mr. Hack? Is there any way to remove the frogs brain while it's still alive?" Lagoona asked, the question like acid in her throat as Ripjaws slunk toward the door. He quietly slipped it open and clipped it shut, unaware that someone had seen him leave, unnoticed by Mr. Hack.

"Well, Ms. Blue! Finally glad that yer takin' a likin' to Mad Science!" Mr. Hack said with enthusiasm. "To answer yer question, there are numerous ways to remove the brain and keep the frog alive for a few minutes. My personal favorite is-

CRASH!

"Hey! Nobody moves!" a deep, Boston accented voice yelled. Mr. Hack and the rest of the student body looked up in surprise to see a large frog-like creature crouching amongst shards of broken glass in front of a shattered window. The finger drew up to his full height, towering over Mr. Hack, drawing a small squeak of fright from him. The being was dressed in a tight black body suit with a green stripe down the middle. Thick, green cuffs sat around his wrists and ankles, a pair of fingerless gloves on his two fingered hand and thumb. The frog man had a well defined jawline and wore a pair of sunglasses that covered his eyes as his mouth turned into a frown.

"Yous betta let my froggy brethren go, before I beats ya ta pieces!" he ordered. Mr. Hack continued to stare up at the being as his hand reached around on his table for a weapon. As his thick finger curled around the handle of an ax, the being opened its mouth, a long tongue whipping out and smacking his hand away from the ax. "Let my froggy amigos go _now, _so says I, Bullfrag!" the frog man yelled as he grabbed Mr. Hack by the wrist and lifted him off the ground with ease, bring him up to eye level. "Have you any objections?" he growled. Mr. Hack shook his head, and Bullfrag promptly threw him into a supply closet door without hesitation. He turned to the student body, who were are crouched down in their seats as Lagoona smiled. "Class dismissed." he smiled before giving a shrill whistle. Every frog in the room immediately perked up and hopped to Bullfrag's feet. The Incursean scooped up as many frogs as he walked back over to the broken window.

"Laters!" he said to the students. Bullfrag leaped out the window, out of sight as the students followed with their eyes. Minutes passed before the classroom erupted into chaos. Monsters rushed to the door as they talked with their fellow class mates, while a few rushed to the window to look after Bullfrag, who had quickly vanished. Soon the classroom was empty of the student body, the only remaining people being Lagoona and Ghoulia, who was sweeping up the glass shards. Mr. Hack remained unconcious in his supply closet.

"What'd I miss?" Ripjaws asked as he entered the room. Lagoona smiled and pulled him into a hug, which he returned awkardly. "Yer the best, mate!" he exclaimed. "No problem. Kind of fun to get back at Hack for what happened yesterday." Ripjaws smiled.

"Eeeeeeee-hhhhhhhhh?" Ghoulia moaned as he limped over to the two sea creatures. "Aaa-eeee-aahh." Ripjaws had no idea what she was saying, but he knew it couldn't have been good. "I'm almost afraid to ask, but what did she just say?" he asked. Lagoona looked nervously between her two friends, Ghoulia with a look of triumph on her face. "Ghoulia, uh, said she knows your secret. She wants you to change back. Now." Lagoona translated. "The jig's up." Ripjaws blinked, processing what he had just been told. He sighed and slapped the Omnitrix on his belt, engulfed in a flash of green light.

Seconds later, he was his normal human self. Lagoona was only a few inches taller than he was, but he was a giant compared to Ghoulia. Whether this was due to her height or her slouching habit was up to debate. "Well, here I am. Go ahead, scream." Ben sighed. Another monster who knew his secret. How long would it be before the entire school knew about him?

"Aaaaaaah?" Ghoulia moaned once more, raising an eyebrow. Clearly this was not what she was expecting. "You're a Normie?" Lagoona translated. Ben sighed. "Yep. One Normie, all kinds of monster." Before Ben could stop her, Ghoulia lunged forward and latched onto Ben's left wrist. "Gah! Is she trying to eat me!?" Ben cried as he tried to pull Ghoulia off, who looked seriously offended.

Lagoona laughed. "Nah, zombies don't like human flesh. That's just a myth. Ghoulia prefers fast food."

"Then why is she not letting go?" Ben asked.

"I think she's interested in that Omnitrix of yours, mate."

"What!? What are you doing!?" Ben yelled as Ghoulia examined the watch like device on his wrist. Her pale fingers taped the watch face and activated it, covering Ghoulia's face in bright green light. She cycled through the hologram list in awe, marveling at the many transformations Ben had in his watch. Curiously, she tapped on one of the images, and gently pressed down on the activation as Ben warned her not to do it. "No! Don't-

FOOM!

Too late. A green encased him, and the changes began as the alien DNA coursed throughout his veins.

His skin went from being soft and warm to hot and hard as concrete. Rocky bumps formed on his wrists and shins. His shoulders became broad and massive, so large that he had no neck at all; his face face was stuck right in the middle. His mouth became wider and almost forever stuck in a toothy grin. His fingers swelled in size, and Ben could feel a slight tingling sensation at the tips. He felt a strange feeling as his guts all move upward into his chest as a swirling, hot magma center filled their space. His toes melted into one smooth, rounded foot. A pair of black shorts with green stripes appeared on him as the Omnitrix suddenly appeared on his forehead, completing the transformation.

"Gravattack?" Ben sputtered as he saw himself in the reflection of the broken window shards. "Great! How am I supposed to blend in!?" Before Lagoona could answer, Ghoulia curiously tapped the Omnitrix on Gravattack's forehead, having to jump a little just to reach it. Ben cried out in surprise as he was enveloped in another flash of green light. For a brief moment he turned back to his human self as the features of the Galilean were sucked back into his body.

The second transformation began after the briefest of seconds, starting with his skin hardening. It wasn't like before, when his skin became hard as rock, but it seemed tougher than that, more stable. It became cold to the touch the metal plating raced to cover his arms and transform his fingers into metallic fingers. He felt all of his organs simply vanish, as if they had never been there before. For a split second, Ben thought he was going to die, until he felt something else take their place. Things that were rounded and notched around the ends as they began to steadily turn against each other, making a steady ticking sound. The metal plating soon covered his whole body as he felt his face become more square like. A thick protrusion sprouted from his head as the Omnitrix symbol appeared on a glass window that showed his insides turning against each other.

"Clockwork!" Ben cried out in a thick German accent. "Well, at least I'll blend in." he sighed. Ghoulia began to reach for the Omnitrix symbol on Clockwork's chest plate, attempting to watch another transformation sequence, but Ben saw it coming. He quickly raised his arms as Ghoulia reached for him, and felt something inside him click. His windup key-like protrusion slowly rotated counter clockwise, and a green light burst outward from his see-through chest plate. Immediately, everything slowed down around him, everything from Lagoona gasping and blinking in shock to Ghoulia slowly reaching for the Omntrix symbol. She was incredibly slow, even by zombie standards. Clockwork simply walked out of the way and to the other side of the room, his metal feet clunking against the floor.

Now, to anyone who was watching, they would have seen him moving at light speed, faster than their eye could blink. One moment, he was standing next to Ghoulia and Lagoona, the next he was on the opposite side of the room. Ben concentrated, and his key-like protrusion spun clockwise at a fast pace, bringing time back to its normal flow. "Ahhhhhhhhh!" Ghoulia yelled in surprise. Lagoona was jerking her head back and forth between the spot where Clockwork had been, and where he was now, almost unable to comprehend what had just happened. "As Clockwork, I have absolute control over time. I can speed it up or slow it down however I want." Ben explained to the two ghouls.

"Ehhhhhh-aaaaaaahhh." Ghoulia groaned. Lagoona quickly translated for Ben, who was beginning to pick up on some Zombie. Not enough to completely understand Ghoulia, but enough to pick bits and pieces of what she was saying. "She wants to know who else you've been posing as." Lagoona said.

"Well, I've been Frankenstrike, Ripjaws, and Bullfrag, the guy that just smashed through the windows and rescued the frogs. FYI, it was Lagoona's idea." Ben said quickly. Lagoona frowned, but quickly smiled at the thought of her froggy friends not getting dissected.

"Hey, mate. Do you know what _time _it is?" Lagoona joked. Ben was not amused.

"I prefer you do not make time jokes around me. For some reason it feels insulting." he stated as he crossed his arms over his chest and huffed. "Anyway, it's currently 12:13. As Clockwork, I also always know what time it is without even having to look at a clock."

"Say, isn't Robecca gonna jump the school at lunch?" Lagoona asked. Ben nodded his head, which was more like swiveling it from side to side. "That's in 1 minute and 23 seconds. We better hurry."

* * *

"So, where is this Robecca girl again?" Clockwork asked Lagoona. Ghoulia sat on top of Clockwork's shoulders, too short to see over the crowd. Ben had been a little uncomfortable with having someone who had randomly made change aliens on him, but given in after seeing the disappointed look on Ghoulia's pale face. Ghoulia scanned the crowd, her legs wrapped around Clockwork's short neck and her arms resting on his windup key protrusion. "Ehh!" she cried, and pointed off toward the left side of the school courtyard. Every monster in the school had come out to the courtyard, facing the school to see two wooden ramps that had obviously been hastily constructed sitting on either side of the tallest belfry. On the left ramp, a girl with copper skin dotted with rivets, bolts, and patches was slowly stretching, getting the kinks out of her machinery. Her blue and black girl flapped in the breeze as jets of smoke and flame puffed out of the bottoms of her feet. Her cage-like skirt that wrapped around her black skirt moved in the breeze as the antennae attached to her goggles twirled and spun.

"Ladies and gentlemen, monsters of all species!" Headmistress Bloodgood's voice rang out over the loudspeakers. The excited crowd quickly quieted down as the Headmistress began a short speech. "Today, Robecca Steam will attempt to jump Monster High once more! Please no flash photography, as it could seriously injure our student like last time." the woman said as several monsters turned to glare at a small goblin who smiled sheepishly. "Now, without further delay, let the jumping commonsense!" The student body erupted into cheers as Robecca waved to the crowd and backed up and off the ramp, going so far back she eventually pressed against the walls surrounding the school. She sucked in a deep breath and snapped her goggles over her eyes. She felt the oil and fuel flow through her circuitry as she gave her rocket boots an experimental puff. Everything had been accounted for to avoid another accident like last time. Everything from the ramp angle and crowd to what brand of fuel she used. It all mattered. She took a breath and shot forward, a cloud smoke racing behind her as she shot up the ramp and into the sky, the wind blowing against her face as she soared through the air.

Below, the crowd was ecstatic, erupting into applause and cheers as Robecca flew through the air. The roar of crowd became even louder as she just made it over the top spire of the school's belfry and came down from the other side. Up in the air, Robecca was practically panicking despite the rousing cheer from her fellow monsters. She had calibrated for everything she could think. Absolutely every was in place. So why was suddenly feeling tired? She felt as if her energy was slowly diminishing as she fell toward the ramp. The usual thrust of her rocket boots felt weaker until they gave a final cough and died. "AAAAAAAAAAAAHHHHHHHHHHHHHHH!" Robecca screamed at the top of her lungs as she fell toward the ramp. Without any rocket fuel in her boots, she couldn't cushion her fall as she landed. She could kill herself!

"AAAAAAAAAAHHHHHHHHHHHHHHH!" she screamed again. "No!" Clockwork yelled, pushing his way through the student body and leaving a worried Lagoona behind. Ghoulia hung on tight as the metallic being raced toward the landing ramp and skidded to a stop as Robecca fell just above them. Barely even thinking, he rose his arms and commanded the time stream to slow, like a river being dammed up. The affect was immediate as the green ray washed over everyone, making their movements incredibly slow. Robecca's eyes widened (slowly) as her fallen was slowed to a lazy pace. She could hardly move her limbs as her mind raced to process what was happening. She glanced below her to see Ghoulia on top of a bronze, robotic creature with his arms spread wide as he danced around at lightning speed to catch her, faster than her circuits and gears could process.

Eventually she came within arm reach of the creature who raised an arm up and latched both of his arms onto her hips. She suddenly felt as if she was rushing a hundred miles an hour as the giant mechanical beast cradled her in his arms. She was breathing heavily now, having just escaped a life threatening moment as the key-like protrusion on the monster's head spun clockwise quickly, returning the time stream to its normal flow. The roar of the crowd now was earth shattering as hundreds of monsters took out their iCoffins to snap pictures of the three, Ghoulia on Clockwork's head as Robecca sat in his strong arms.

"You, okay?" Clockwork asked Robecca. The metallic girl looked up into his blank green eyes and smiled as a burst of steam escaped from her ears. "Y-yes, I'm fine. Simply splendid." she said in a shaky voice. "Would you like me to put you down?" Clockwork asked.

"No!" Robecca cried, causing Clockwork to pause. "No. No. I'm still a little shaky." she said as her copper face turned red. "Can you take me to the Creepateria? I think I'll be able to manage just fine when I've had something to eat." she said to cover her trail. Clockwork nodded and walked down off the ramp and toward the doors as the crowd followed them inside.

**And there's the new chapter! Looks like Frankie isn't the only who likes Ben!**

**Now then, I have a request for all you readers and fans of my stories; please do not comment about my other stories on a different story. One example by a reader (who shall not be named) did so, and I'm not entirely happy about it. Also, I have been frequently getting messages from said reader and others about posting more chapters faster.**

**As school has begun for me, I will have less and less time to update stories. You must be patient. I will guarantee however, that I will try to get a new chapter up on all my current stories once a month, maybe more around the holidays. So, please be patient, and have a nice day!**

**¡Hasta luego!**


	4. In the Spirit of Things

**I'm back and _deader _than ever! Hah! Monster jokes:)**

**Anyway, I'm surprised with how many readers and followers I have. Mostly I'm proud that I've come up with such a successful story! That aside, I'm highly disappointed. It gets lonely at the top and (despite me declaring this to be the first of its kind) I wish there to be more stories of Ben 10 and Monster High together! If you like it so much, why aren't there more?**

I will however say, that if you _do _make one and use and/or add to my idea, you have to creativity of your own whatsoever. Come up with your own ideas, as no one likes a copycat. Now that that's over with, on with the story!

**It'll be _boo-tiful! _Ah, monster puns.**

The Creepateria was packed. Monsters filled every space and corner as Clockwork waded his way through the crowd with Robecca resting in his strong, bronze arms and Ghoulia sitting on his shoulders. They eventually found an open table and sat down at it, Robecca shakily standing on her own legs to sit down. A couple of other students came by to congratulate Robecca on her jump as Lagoona suddenly appeared next to them, holding three smoothies a mug of ginger tea, Robecca's favorite. The robot girl happily to the mug and took a slow sip as she leaned into Clockwork, resting a head on his arm as he slurped down his Oil-and-Bolts smoothy. Ghoulia sat across from them with Lagoona, nursing a regular Raspberry smoothy. "Congrats on yer jump, Robecca." Lagoona said with a smile. "Even if it did go kind of wrong."

Robecca grinned. "Oh, no worries. At least I'm not some puddle of oil and gears on the sidewalk. I owe Clockwork a thank you for that." Clockwork's usually straight mouth curved upwards as Robecca hugged him tightly. "Thanks for the save, luv. I don't know what I'd do if you hadn't come to my rescue." Clockwork was about to say something when he heard a distinctive beeping sound.

"Excuse me, Robecca. I, um, have to use the lavatory. Quickly!" Clockwork yelled as he got from the table and jogged out the Creepateria at a slow pace. Robecca sighed and sulked. She was really beginning to like this new boy. He was strong, kind, brave, and even good looking too. The fact that he had saved her life didn't hurt either. Oblivious to those around her, Robecca didn't notice Lagoona and Ghoulia share a worried look. "This isn't going to end well." Lagoona whispered to the zombie.

* * *

Clockwork finally stopped running after what seemed hours, but were in fact just a couple of minutes. He was panting heavily, though not as hard as when he was chasing a couple of pesky Nosedeenians around town. He breathed a huge sigh and slid down the wall of lockers to the floor as the Omnitrix timed out, reverting him back to his human form. Thankfully, no one was in sight to witness the transformation, of which Ben was grateful for. He didn't know what to do.

At first, he had been unsure of the monster world, only having an aliens as a disguise. He had made some fast friends, but he was sure they were starting to disappear; Frankenstrike had failed to make an appearance for a long time. And now someone knew. Someone knew his secret. Thankfully, they were loyal, but how soon before everyone knew? He could slowly feel his grip on the situation slipping.

**FLASH!**

Ben blinked and rubbed his eyes for a second. Where had that sudden flash of light come from? He looked around the hallway, but saw nothing but lockers and a few stray bats that flew overhead. A sudden motion out of the corner of his eye caught his attention. He jolted up and waved his hand threateningly over his watch. "You! Come out with your hands, claws, or tentacles up! I've got an Omnitrix, and I'm not afraid to use it!" he yelled, his voice echoing in the empty hallway.

Nothing happened.

"Oh, why do the victims of the press always act as if they are under attack?" a whispery voice sighed. "I am merely trying to bring the student body their weekly news."

Ben's eyes widened as he jerked his head around, searching for the source of the voice. He finally looked up and nearly fell flat on his butt when he saw the upper torso of a translucent girl hovering out of the ceiling. Her skin was pure white, becoming see-through towards her hands and fingers. A wave of purple and indigo hair hung from her head as wide, violet colored eyes starred at Ben with slight fear and disappointment. A dark purple iCoffin was clutched tightly in her left hand, pointed directly at Ben.

"Hey, put that thing away!" Ben yelled, pointing a finger at the spirit. "It's rude to invade on people's privacy!" The ghost girl sighed and rolled her eyes, but slipped the device into her schoolbag as her whole body came out of the ceiling. Her silver lips curled up into a smile. "Ben Tennyson, I presume?" she asked, reaching out a hand. Ben raised an eyebrow but took the hand (after a couple of tries) and shook it. "Um, yeah. How do you know me? And who are you?" he asked nervously. His senses were tingling; this girl was going to be trouble.

"I, Mr. Tennyson, am Spectra Vondergeist, author of the Ghostly Gossip." she said proudly.

"Never heard of you." Ben said with a blank stare.

Spectra's eyes snapped open, a frown splitting across her face. "Of course not. You've been too busy playing with other ghoul's hearts to notice my blog. I assure you, it's _very _popular."

"Still haven't heard of it. And, HEY!" Ben whined, raising his voice. "I'm not sure what you're getting at, but I certainly don't like it!"

Spectra smiled. "Oh please, Ben. Are you really dumb enough to not notice the way Frankie and Robecca look at you? They honestly have a crush on you."

"You mean on Frankenstrike and Clockwork." Ben corrected her, his frown deepening. "And as for that photo, or whatever you've been doing, I can't let you blow my cover. You're gonna have to hand over the iCoffin. _Now._" Ben commanded, reaching out with a waiting hand. Spectra looked appalled and clutched her school bag closer. "You aren't laying a finger on my precious iCoffin!" she shrieked. Before Ben could say anything she swooped down the hallway, out of sight. Ben sighed.

"Why do the bad guys never do what you say?" he sighed. Whether Spectra was truly a bad guy, he did not know. What he _did _know was that he had to catch her before she spilled his secret to the whole school. He quickly tapped the face of the Omnitrix and selected his intended alien before slapping the activation button. The familiar green light covered him, changing his form. His skin turned black and blue, forming racing stripes and sharp arrows as sharp spikes popped out of his slightly more muscled arms. Two large horns that formed a sort of mask sprouted from his face, curving backwards to his off the transformation.

"Fasttrack!" Ben cried out in his high pitched voice. He took a pitcher's stance and then raced down the hall, causing all the locker doors to rip open and clatter against each other as the blue blur sped down the hall after Spectra. After mere seconds of running he saw the young spirit zooming down the hallway. She turned to look behind her and gasped. She quickly dug out her iCoffin and snapped a photo, much to Fasttrack's displeasure, before racing off. Fasttrack kicked it into high gear, chasing after Spectra as they rocketing past the Creepateria. Sandwiches and drinks went flying as Fasttrack sped by like a bullet, too fast for anyone to see.

"This can't be good." Lagoona sighed quietly.

"Ehhhhhhh." Ghoulia agreed.

The mad chase continued for another few minutes before Ben was close enough to Spectra to put his cobbled plan into action. He quickly tapped the Omnitrix symbol on his chest, and felt the Citrakayah suddenly vanish back into the Omnitrix and new DNA starting to flow out.

He felt the skin around his skull slowly vanish, as if some flesh eating parasite were eating at it. His skull slowly turned upside down as the bones ground and shifted with a sickening sound. The teeth became sharper as new, thicker skin covered his face and his eyes molded into one. His fingers turned into dagger like claws that felt like they could slice through someone's soul. His legs wrapped around each other into a sort of ghostly tail as thick, green chains formed around his neck and wrists. The Omnitrix appeared on his chest, the chains all meeting together at the same spot as a dozen writhing tentacles suddenly spilled forth from Ben's insides. The transformation was complete.

Spectra gasped in fright as Ghostfreak howled an unearthly screech and dove after her, rage in his eye as he tackled her to the ground and pinned her wrists to the floor. Spectra cried out and struggled to free herself, not use to the feeling of being touched by anyone. "Give me the phone!" Ghostfreak rasped, bringing his mouth-less face closer to hers. Spectra continued to struggle as Ghostfreak lifted her off the ground and passed through a wall into a dusty storage closet. Voice's could be heard outside as Ghostfreak remained silent with a hand clasped over Spectra's mouth. Once the voices passed he turned his attention back to Spectra. "Give me the phone already!" he hissed. By now, Spectra was quivering, shaking even as Ghostfreak reached into her school bag and pulled out her phone. He quickly scrolled through it, deleting anything that was related to him, texts, pictures, videos, and all.

Spectra was now crying as Ghostfreak released her from his grasp, curled up in a corner surrounded by boxes and old books. Silvery tears dripped from her eyes and onto the dusty floor. Ghostfreak finished with the iCoffin and looked over at the young phantom, unsure of what to do. "Um, are you okay?" he asked, drifting over to her. Spectra sniffed and snatched her phone back from the Ectonurite. "Do you have any idea how long it took for me to come up with this story!?" she sniffed. "My blog's been losing viewers! This story was supposed to save it, keep it alive!" she wailed. Ghostfreak backed off a bit. "Um . . ."

"I am nothing without my blog! I _need _to report the news! It's the only thing in my undead life worth living for!" she cried.

"Okay! Okay! Okay! Just stop crying!" Ghostfreak begged. Spectra stopped balling, but the Ectonurite could see small tears forming in the corners of her eyes. He was going to have to work fast. He sighed. "Okay, look. I can't have you spilling my secret yet. If I help you get more viewers on your blog, will you stay quiet?" he asked. Spectra thought about it for a moment. On one hand, he was offering to make her blog a success, as long as she could keep her lips shut. _And_ if this thing worked out, she could have him under her fingers, and she could have a hit story every day of the week! This normie boy could be her way to fame! _Wait, wait. I'm getting ahead of myself, _she thought. "Deal." she said with slight reluctance. She had no idea what he had in mind, and that was what worried her. At least a little bit.

* * *

"Run me through the plan again?" Spectra asked Ben. It was well past school hours. While there were night classes, the two teens were hidden away in the dank catacombs that ran under the school. Personally, Ben had no idea such a place had existed right underneath the school, and he had to admit he was both impressed and frightened. The cold, cobblestone walls seem to grow haunting faces before his very eyes in the flickering light of the torches that lined the walls. Mildew and dust abounded, not to mention the numerous cobwebs that hung from the ceiling. How Operetta, a ghoul who had only heard of and never actually seen, managed to practically live down here was beyond him. And the occasional noises that sounded like hideous demons licking their chomps weren't easing his weariness. "Right! The plan," he breathed. In truth, he had no idea if the story would work or not, but he had to try. "Basically, I turn into an alien and you take a photo as if you have run into me without me noticing. If there's one thing people can't resist, it's unusual creatures lurking under their very noses." Ben grinned. Spectra remained indifferent as she floated a good half a dozen feet in the air.

"That's technically lying. And I _never _post a false story. _Never._" she insisted with a huff. Ben rolled his eyes. "_Technically, _it's not lying. _Technically, _there _are _strange creatures lurking around here. At least when I turn into them. So really, it's not lying. Just stretching the truth a little bit. And from what I've gathered, you tend to do that a lot without getting all the facts straight." Ben argued, knowing he had easily won the small battle. During the last few hours of the day he had managed to sneak a peek at Spectra's blog, and he could easily tell that most of the stories were more fiction than fact. She really _was _in need of more viewers.

Spectra sighed. "Alright. Pick an alien." she said with reluctance. Ben nodded and activated the Omnitrix, slapping on the watch's face without even looking at who he had selected. The familiar green light flashed over him, and the transformation began. Deep orange fur sprouted all over his body, as if a bomb filled with hair suddenly exploded inside of him. His lower jaw jutted out as his teeth became sharp and menacing. The wave of fur raced over his face, covering his eyes as they suddenly vanished all together. He could feel his ears disappearing as what felt like gills take their place. In actuality, they were sensitive ears able to pick up the tiniest of sounds. His shoulders and arms swelled as his dull nails became sharp claws. His legs twisted and formed into the hind legs of that of a dog as a thick green color appeared around his neck, the Omnitrix symbol in the middle. Wildmutt let out an unearthly roar that echoed through the catacombs for several minutes, getting fainter and fainter as it raced into the nooks and crannies of the school.

"Impressive," Spectra smiled. "let's get started!" she practically squealed.

* * *

It was a cold night. The moon was full and the clouds hung low over the school grounds as a cloud of bats flew past the moon. The wind whispered gently through the courtyard until it suddenly picked up, twisting into a small tornado that picked up leaves and twigs. A bright, pink flash swept across the courtyard, forming into a spinning portal at least a dozen feet above the ground. The faint screams of a girl could be heard they she suddenly emerged, dropping down to the ground and landing on her face from the swirling portal. She lay there as the portal gave a roar and suddenly closed up, returning the dark night to its former silence. The girl groaned and picked herself up from the cobblestone, rubbing her aching head. Her white hair tipped with lavender flowed in the breeze, her purple jacket tugging at her in the cold breeze. "Where am I?" she wondered aloud.

Charmcaster staggered to her feet, dusting herself off. She had originally been trying to find another way out of Ledgerdomain when she was suddenly sucked into a portal and brought here, wherever that was. "Hmm? What's that?" she asked what seemed to be no one. She reached for the bag clipped to her belt and held it up to her ear. "Yes, I rather do like the look of this place." she said aloud. To anyone watching, she would have seemed crazy, talking to herself. "What's that? No, I don't sense any power . . . . what, yes I do. Hmm." she hummed to herself. "What? Are you sure?" she asked before violet eyes flashed pink. "Yessssssss . . . . . . " she whispered.

* * *

"Okay, Ben! I think that's enough for now!" Spectra practically giggled. The two teens had spent the last hour doing a sort of photo shoot, Spectra taking threatening pictures of Wildmutt, Goop, Four Arms, Wildvine, and Humungousaur, all looking incredibly alarming in the dim lighting of the catacombs. "We should probably call it a night," Ben yawned. "I'm about ready to _drop dead._" she joked, laughing. Spectra rolled her eyes, but smiled non the less. "You can stay at my place, if you want." the ghost girl offered him. Ben shrugged his shoulders. "Sure." It was late, and he still technically had no where to sleep. Any place sounded good to him.

Minutes later, thanks to a speedy ride from Fasttrack, the duo stood in front of a rotting manshion, it's Gothic towers seeming to hold up the very sky itself. A low stone wall with a wrought iron fence surrounded the land as an owl hotted from somewhere. "You live here?" Ben asked in a nervous voice. "Yep! Just me, myself, and I. What, are you afraid of ghosts?" she taunted. Ben smirked. "Of course not! I'm afraid of _peacocks_. A night in a haunted house is nothing!"

Spectra merely smiled and pulled in the house, accidentally hitting him against the old oak doors before she realized he couldn't pass through solid objects like she could. "Sorry!" she apologized as Ben rubbed his sore head. "No problem," he moaned, pulling on one of the lion shaped door handles. Suddenly, the handle moved, it's mouth opening to show its sharp teeth as it roared! "GAGH!" Ben yelped in surprise, jumping as the handle glared at him and went back to its resting poistion. Ben could hear laughter as Spectra tumbled and twirled in the air above him, laughing her guts (if she had any) out. "That never gets old!" she whooped. Ben frowned and marched up to the door and yanked it open, only wincing once as the door handle bit into his finer in protest. Ben huffed and pulled the door behind him, Spectra floating through them and levitating next to him. "Well! Here we are!" she said happily, gesturing to the stacks of covered furniture and dusty boxes. "You can sleep on the sofa tonight." she said, gesturing to an old velvet sofa covered in a tarp. Ben walked over and yanked it off, screaming in fright as a large rat hissed at him and dashed off to the kitchen. Ben exhaled and sat on the couch, which was surprisingly comfy after who knows how long.

"Where do you normally sleep?" Ben asked Spectra. Spectra shrugged. "Here, there, everywhere. I can't exactly sleep in a normal bed like everyone else does." she said with remorse. "It's one of the many things I miss about being alive. I can't even remember how I died." she sighed, floating up the stairs to the second floor where she had her laptop hooked into one of the few outlets in the place. She was lucky that the place still have electricity provided from somewhere. Ben felt sorry for the poor spirit. She barely even knew who she was, and all she had going for her was a popular blog that was slowly fading away. All of that rested on his shoulders. Ben sighed and lay down on the sofa, folding his arms behind his head when he realized there wasn't a pillow. "G'night, Spectra." he said quietly.

"Good night, Ben. See you in the morning." Spectra's moaning voice came from the second floor.

Ben's eyes widened for a second before he smiled. Another friend in this crazy, mixed up world. Maybe spilling his secret wouldn't be such a bad thing after all.

**And I end the chapter there! What the heck is Charmcaster doing here? Who Ben meet next? What is Zs'Skayer up to (more on that next chapter)? Why am I asking you all these meaningless questions? Please review, and remember! It's lonely at the top! I'd love to see more stories of the same genera!**

**Hasta Luego!**


	5. Burn, Baby, Burn

**And I'm back! It turns out I've had more time on my hands than I know what to do with! Do not expect this to be a recurring thing however.**

**Anyways, I have an announcement to share with all; A very good friend of mine who has given me excellent ideas for this story has once again helped me! And so, I thought it only fair to help them. As I've mentioned in my previous chapter, I have felt beyond lonely being the only Ben 10/Monster High crossover out there, and this reader has felt pity. They have posted "plot bunnies" on the Ben 10/Monster High forums, and have asked me to share this information will all of you.**

**Special thanks to _menatron_!**

**As another reader has mention, this story has been quite bland without any of the classic Ben 10 action, and so it shall commence! Thank you, _Codecrash _for reminding me of this important detail!**

**On with the story!**

"Ben! Ben!"

Ben groaned and cracked open an eye to see his whole vision filled with a pair of translucent, violet orbs. He screamed in surprise and rolled off the couch, landing on the floor with a dull _thud_. "What is it, Spectra?" he groaned, rubbing his sore skull.

"There's a fire at 13th Bloodsucker Street!" Spectra said with excitement, tightly clutching her iCoffin in her see through hands.

"And this makes you happy how?" Ben asked confused as he pulled himself off the floor, swiping off dust and invisible cobwebs from his sleeves. Spectra's smile got even bigger. "It means I have news to report! Come on!" she squealed.

"Wait, why do I have to come? Not that I don't want to." he added quickly. While Spectra was a good friend, he wasn't sure if she would hesitate to kick him out of her house if he didn't somehow pull his weight around. The young ghost rolled her eyes. "_Because, _if you rescue anyone or put the fire out, I'll get more views on my blog if I report it! _And, _all the good publicity could be good for your image. You can't stay hidden forever you know." she said with a sly smile, knowing he couldn't refuse her this time. Ben sighed. "Fine. Lets go."

* * *

They quickly arrived at the location of the previously mentioned fire to see a large apartment building ablaze. Flames spat forth like angry dragons from the windows and doors, spewing hot fire out of the chimney and air vents. Down below, groups of monsters that had been forced out of their homes huddled together, watching the building burn to the ground as the fire department battled the hot coals. The fire truck, while looking like a normal one, was different in some ways. The front bender resembled a fanged maw, and clawed hands curved themselves over the front and back fires. The hose was attached to the back like a tail, with ladders on top like sharp spikes. Lone screams could be heard within the building, helpless residents left to die in the flames as the firefighters tried relentlessly to enter. Every time, they were forced out by a wave of searing flames, like mice running away from a broom that was trying to whack them. The fire seemed determined to keep the officials out, and the helpless victims in as it ate away at the building's foundations and walls.

"Well, what are you for, Ben? Do you're thing!" Spectra urged him, knocking him lose from his thoughts. "Oh. Right." he said sheepishly. He tapped the Omnitrix and selected his intended alien before slapping the activation button.

His skin started to harden, becoming unbearably hot and solid as rock. It suddenly split apart, floating like bath toys on a rapidly appearing magma sea. Hot, molten lava swirled and pushed it's way through the cracks and crevices of his skin as Ben's bones literally melted away. His hair began to burn, smoke curling lightly off it until it burst into flames, causing Spectra to yelp in surprise. His fingers disappeared altogether as white hot lava covered them and solidified into a sort of gelatin like substance. His toes melted into two digits that resembled claws as his eyes turned bright yellow.

"Heatblast? Seriously? I was hoping for XLR8, but I guess this is better." he said aloud with an exasperated tone.

"How does that possibly help the problem? There's already enough fire to begin with!" she exclaimed, snapping a quick picture. The Pyronite gave a slight smile. "You'll see." was all he said. The ground beneath his feet suddenly rumbled until it suddenly ripped free to become a single floating piece. Striking a quick pose for Spectra he flew off, riding the boulder like a surfboard as he rocketed toward the air. Before long he was over the burning building, the crowd beneath him yelling and pointing upward with worried expressions. "Don't worry! I got this!" he yelled, though he was pretty sure none of them had much faith in a dude who was already on fire. Before anyone could protest, he angled the rock downward and rushed toward the burning apartment, crashing right through the roof and into a red hot room below. He leaped off the boulder and looked around. It appeared he was in a kid's bedroom of some sort, with the equivalent of a teddy bear sitting on a smoking bed. Heatblast quickly grabbed the stuffed skeleton and held in his hand as he listened carefully.

"Waaaaaah! Help!" a small voice cried, not too far away.

"Hang on! I'm coming!" the Pyronite yelled. The cry for help had come from the nearby closet. Heatblast grabbed hold of the door knob concentrated until the metal piece melted in his hands. He just hoped whoever was on the other side wasn't standing too close to the molten liquid. The cries for help got louder, and Heatblast quickly decided to rip the door off its hinges. He grabbed hold of the door frame and yanked back, cracks forming in the wall. Another pull, and the door was yanked off its hinges and fed to the fast approaching fire behind him. Heatblast gazed into the smoke filled closet to see a little vampire girl dressed in purple footie pajamas with little black bats all over them. She looked up at him with wide, green eyes. "Are you a fireman?" she asked with a scared voice.

"Nope. I'm a superhero, kid." Heatblast answered. "Lets get you outta here. I assume this is yours?" he asked handing her the stuffed skeleton. The young monster stole from his grasp and cuddled it graciously as Heatblast picked her up in his arms, it taking all his will power to not let the flames that encased his body to consume her. He pulled her out of the closet and ran over to an open window, the glass having been melted in the extreme heat. He quickly jumped out of it and tucked in his head and legs as he fell to the pavement below, protecting the little vampire until he hit the ground. He gently set her down and watched as she ran to join her worried parents. A bright flash of light indicated Spectra had taken another photo.

And then came the firefighters.

Without warning, four firefighters rushed up to him, holding fire extinguishers in their hands, all the hose aimed directly at him. "No! Wait! Don't shoot!" Ben cried as white foam gushed forth from the canisters and washed over him, turning him into something that resembled an ugly snowman. The dancing flames that surrounded his head sizzled out, and he glared at the firefighters with loathing. "I so did not need." he hissed, wiping the white froth off of his arms and legs. The firemen looked at him with sheepish expressions as he suddenly burst back into flames, as if nothing happened.

"Everyone here!?" he yelled aloud. One by one, the panicked families yelled 'yes', indicating that all of their loved ones had been rescued and were safe and sound. "Good. Now watch, as the Amazing Heatblast makes your fire problem . . . . disappear!" he yelled in a dramatic fashion. The crowd looked at him with confused looks as he spun around on his heel and put up his hands. He concentrated heavily on the burning building before him, imagining the fire to come to him, to _become _him. The flames responded after a few seconds of hesitation, flying up into the night sky and flowing back down to Heatblast's hands as he absorbed the fire, let it join the eternal flame that burned at his very core. Slowly, the burning embers and coals left the rubble of the building, the fire's vanishing as if they had never been there, though the wreckage proved otherwise. Before long, ever last bit of fire was gone, just chard remains of the building's skeleton being that all remained. The crowd watched with stunned silence as Heatblast turned around and gave a short bow.

The crowd gave a thunderous applause and cheers as the young vampire girl broke free from her mother's grasp to run up to Heatblast and hug his leg, her little skeleton clutched tightly in her hand. Heatblast grinned and patted her lightly on the head. "Stay out of trouble, kid." he said with a laugh as he summoned the ground beneath his feet rise. Once more he was airborne, hovering a dozen feet above the ground. "I'll send a friend of mine to fix your building!" he yelled down. "Hasta la vista!" he cried as he seemingly rode the piece of concrete off into the distance. In reality, he was flying just down the block, out of the crowd's sights to make a quick transformation. He flew down into an alley and stowed the broken piece of sidewalk into a dumpster before he tapped the Omnitrix symbol on his chest. In a bright flash of green light, he became Clockwork once more.

The Chronosapien quickly walked down the alleyway and out onto the street where the crowd was starring off into the night where Heatblast had disappeared. Clockwork lightly cleared his throat, grabbing the crowd's attention. "Um, hello. I understand you have a building in need of repair?" he inquired with his thick German voice. The little vampire nodded her head, running back to her mother as Clockwork approached the building. "I suggested you all take a step back." Clockwork told the crowd. No sooner had he said the words did the entire crowd of monsters take a big step back. Clockwork then stepped in front of the building and raised his arms, the key like protrusion on his head spinning backwards at a fast pace. Before the world around could once again slow down, he imagined the green energy within himself aimed at the rumble of the building.

Slowly, the bricks rose into the air, as if carried by invisible hands. They stacked themselves back into black as invisible mortar was placed down. The melted pools of concrete pillars suddenly flowed backwards, as if being sucked up by a straw, and solidified themselves into the foundations of the building. Broken doors pulled themselves together and the windows reappeared as if my magic. The area surrounding the building was traveling back through time, before the fire had caused chaos. The crowd watched in wonder as broken tables and chard chairs snapped back together. Splintered beds molded themselves back together as the soot filled carpets were cleaned, as if a giant invisible vacuum had sucked it up. The plasters walls repaired themselves as Clockwork concentrated on turning back the clock until the building was brand new. Panting, he dropped his arms and the protrusion on his head stopped spinning. "You might want to go in there and find out whatever caused the fire, unless you want to have to do this whole mess all over again." he told the firemen. The officials nodded and dashed into the building as the crowd gave another round of applause. Clockwork waved a goodbye and trudged back down the street, just as the firemen came out with a flaming wastebasket, which was quickly put out with a fire extinguisher.

The Chronosapien quickly disappeared down another alley way and slapped the Omnitrix symbol on his chest, reverting back to his human form. A few moments later, Spectra appeared through another wall next to him, a big smile on her white face. "How'd I do?" he asked her.

"Fantastic!" she practically squealed. She flipped through her photos, capturing hundreds of perfect shots of Ben rescuing the little vampire, commanding the flames to be put out, flying on the boulder, even the little vampire hugging Heatblast. "I even got a video of you repairing the building!"

"Cool! We better head over to school before Headmistress yells at us." Ben said with a wide grin. "You can post what you need on the way."

* * *

The pair stood hidden behind a large shrub just in front of the school's front gate, the bush's branches concealing them as Ben fiddled with the Omnitrix. Spectra hovered impatiently nearby, eager to get within Wifi range to post her blog. "Come on! My viewers can't wait any longer!" she said. Ben rolled his eyes. "Give me a moment . . . and there! Lets go!" he yelled, slapping the activation button. The familiar green light encased him, changing him at the molecular level. Ben's arms became more muscular, his legs stronger and longer. He soon became so big that he lost his shirt, it being torn off his body and tossed away. His skin became patchwork, stitches holding random colored flesh together as the Omnitrix symbol appeared on his right pectoral. Metallic bolts sprouted up from his shoulders, wrists, and neck as thick black hair sprouted from his head and down to his chin, stopping. The final transformation was the sudden growth of two large conductor like coils, crackling with electricity. Ben crashed his fists together, a surge of electricity coursing through his conductors.

"Yes! Frankenstrike's back!" he yelled in triumph. Spectra smiled and rolled her eyes as the two stepped out from behind the bush and entered the courtyard. Spectra forced herself to remain silent as the two walked along, everyone looking at Frankenstrike with a mixture of surprise and shock. "Sooo, how do you think Frankie will react to seeing me again?" he asked when he was suddenly slammed into from the side! The pair tumbled through the courtyard and slammed into a tree. "Frankenstrike! You're back!" Frankie cried, hugging him tightly. "I was so worried about you!"

"Uhh, yeah. Why were you worried about again?" Frankenstrike asked as he picked himself up and pulled the young cadaver up from the ground with a large hand. Nearby were Cleo, Clawdeen, Draculaura, Ghoulia, and Spectra, all attempting to stay hidden and keeping from bursting out into laughter. Frankie turned a deep shade of red. "Um, no reason!" she said perhaps a little too quickly. "Just concerned for your safety, that's all." she said with a nervous laugh. Frankenstrike looked at her with a confused look. "You do realize I'm probably more than twice your size, right?" he asked with disbelief. Frankie turned an even deeper shade of red as the rest of ghouls walked over. "So, Frankenstrike? Where have you been lurking all this time?" Cleo asked with a sly grin.

"Oh, um, I was working on finding a place to crash." Frankenstrike lied. While the lie wasn't _exactly _complete nonsense, how did one explain that they were hiding in the bodies of other supposed monsters? "Spectra was kind enough to let me crash at her place last night." he told Frankie. Frankie blinked and looked back and forth between the large monster before him and the transparent ghost behind her. _Do they have a thing? _she wondered. _Are they just good friends? Oh please, for the love of Sphinx let them just be friends!_

"Anyway, did you ghouls see the news about the fire?" Frankenstrike asked. The ghouls all shook their friends, Specta's face splitting into a broad grin. "Excellent! You can be the first to hear about on my blog! It's so awesome, you won't believe it! And I have all the proof I need, too!" Spectra exclaimed with excitement. The ghouls all looked at each other and then reached for their iCoffins when an earth shattering explosion rocked the school grounds. A large cloud of smoke rose from the back of the school as all the windows on the first floor shattered at once. Students began running in fright as large tentacles suddenly ripped out the earth, grabbing and reaching for them. A giant Mayan wheel came out of no where, rolling down the courtyard and chasing a group of unfortunate students.

"What's happening!?" Frankenstrike yelped as they all fell to the ground.

"Oh, no! It's Hoodude!" Frankie cried with worry.

"Who?"

**Yeah, sorry this was so short. I just wasn't into it as I hoped I would be.**

**Things are about to get loco! Zs'skayer is still lurking around somewhere, Charmcaster's in hiding, and now the school seems to be on the brink of utter destruction! What will happen, and how long will it be before Ben's secret is out!? As always, please review and comment on the story and tell me how I'm doing. And don't forget about the forums!**

**I DON'T WANT TO BE ALONE!**

**(I sound incredibly pathetic, don't I ;)**


	6. A Dragon Tail

**I'm back! Hopefully with a better chapter than last time. Anyway, I have read your reviews, and am swamped with ideas! I also have an announcement from a friend of mine.**

_**Menatron the Angel of Ideas **_**has posted a "plot bunny" about a Danny Phantom/Avatar: the Last Airbender crossover, and would be very happy if someone would write about it. Obviously, I feel the same way about more Ben 10/Monster High fanfics. If you are a ****_huge _fan of this story, do not hesitate to write your own story.**

**Now, pitiful begging aside, the story can begin!**

"Who the heck is Hoodude!?" Frankenstrike yelled as the earth shook again.

"He's a voodoo doll made by Frankie," Cleo explained, using Frankenstrike as a support. "Basically, if he has a bad day, _everyone _has a bad day."

"Is he normally this bad?" Frankenstrike asked. Draculaura shook her head. "No, usually it ends up with an entire hallway of the school be obliterated, not the entire school." she explained before something dawned on her. "Quick! What day is it!?" she asked in a desperate tone. Clawdeen pulled out her iCoffin and looked it up, a look of horror crossing her face. "Friday the 13th." she gulped. "Aaaand that's bad, right?" Frankenstrike asked. Every ghoul jerked their heads up and down. "Well then, it looks like I'm gonna have to take care of it. Spectra?" he asked turning to the ghost. She gave him a thumbs up and followed him as he towards the school, the ghouls each sharing confused looks.

Frankenstrike rushed into the school, smashing right through the front doors with ease. On the bright side, if anyone were to question the damage, they would assume it was Hoodude at fault. Spectra was following close behind, iCoffin at the ready. The school was a mess, locker doors ripped off their hinges, lockers ripped from the walls, walls ripped the school. Frogs hopped freely among the mess of books and papers that spilled forth from lockers, and something with tentacles was lurking just around the corner. "One kid did all this? Geez." Frankenstrike marveled.

"Hello? Anyone there?" a voice called out.

"Who said that?" Frankenstrike called out, following the sound of the voice down another hallway, avoiding a small fire on the left side of the hallway. "Keep talking!" Frankenstrike yelled as he skidded to a stop outside of a bathroom door marked "Ghouls". That is, if you could see the door behind the mound of rubble that separated them. "Of course." he sighed as a flash of green light engulfed him, changing him back to his original form. "What was that?" the voice asked from the other side of the door. "Uh, power shortage?" Ben tried, making his voice deeper than it originally was. "Just give me a sec." he said as turned the Omnitrix on and cycled through the list. "What do you think? Humungousar? Heatblast?" he asked Spectra shrugged. "I don't know. I can at least go in and see who's on the other side." she said before floating right through the wall and into the bathroom beyond. Ben sighed and continued to cycle through his list. At least it was _something _like when he was on missions with Rook.

"Hello? Who's in here?" Spectra asked as she moved her full body through the wall with ease. The lights in the bathroom were dim, making the shades of pink and purple all the more creepy. A soft light caught her eye towards the back of the restroom, towards where a couple of the sinks were. She floated down to see a girl hiding under the sink, a small pile of plaster and wood burning at her feet as she hugged herself tightly. "Spectra? Oh, thank goodness! I was worried we might be trapped in here for eternity." the girl said with a sigh of relief. She was dressed in a violet qipao with scale like patterns. She wore a pair of dull yellow high heels with a sort of headdress in her green and black hair. A golden scaled tail curled around her knees, clearly marking her as a Chinese Dragon from Fanghai, Jinafire if Spectra remembered correctly.

"What do you mean "we"? Aren't you in here by yourself?" Spectra asked. Jinafire shook her head sadly. "Unfortunately, no. Venus was unfortunate enough to be in here as well when disaster struck, and she was struck on the head by a piece of falling ceiling. To make matters worse, the heating system in the school has been damaged, and no longer works. She is incredibly cold." the young dragon said, touching the arm of an unconscious green monster next to her. The girl had bright green and hot pink hair shaved on one side and combed over to the other wrapped around her like blanket. Smalls vines curled around her arms, legs, and neck. Small, sharp teeth curved over her ruby red lips. She wore a blue vest over a multicolor shirt and skirt, wearing a pair of hot pink boots with a row of sharp teeth at the front. She moaned and turned over, away from the small fire. Jinafire moved her closer to the flame, careful so she wouldn't catch fire.

"What is that smell?" Jinafire asked, sniffing the air. Spectra sniffed nearly gagged, having noticed a repulsive smell coming from somewhere in the room. "I sure how that isn't what I think it is." she said with a worried voice when there came a sudden explosion towards the front of the bathroom, the door and wreckage from outside smashing into the wall in front of it. The girls covered their eyes and starred into the sudden haze to see a tall figure walking towards them. He was tall and muscled, and was surprisingly plant-like. Large red thorns dotted his arms and shoulders, a large, leafy green collar sprouting up from his neck. He had thorn like objects on his feet, and a bright red, yellow, and orange face that looked like a fiery flower in bloom. "Is everyone okay?" the being asked.

Jinafire shook her head to clear her thoughts. "Yes. We are fine. Most of us anyway." she said, gesturing to Venus. The plant creature nodded and reached under the sink, carefully lifting the unconscious monster off the floor and slinging her over his shoulder. He then helped Jinafire to his feet, and she noticed that he was unusually warm. "Why are you so unusual warm?" she asked politely as the small gang exited the bathroom. "I have a natural ability to create fire," the monster explained, holding out a hand and lighting it ablaze, a ball of hot flame appearing. "They don't call me Swampfire for nothing." he chuckled. "That explains the smell." Jinafire said, waving a hand in front of her face. Swampfire was about to retort when a movement caught his eye. He turned to see through a cloud of ash a thin figure approaching them, a mop of yarn like hair in his head and two different colored buttons for eyes. He wore a Monster High letter jacket with a stitched heart over his right chest and needles and pins sticking out at random intervals. He had a sullen look on his face, his stitch covered mouth turned into a frown. Several piranhas were clamped onto his hands, a bear trap around his shoulder, a bucket jammed onto his foot, and what looked like an electric eel wrapped around his head.

"Is that who I think it is?" Swampfire whispered.

"Indeed. That is Hoodude. I would caution you to careful around him." Jinafire warned the Methanosian. He nodded and gently lay Venus on the floor before igniting his hands, waiting for the voodoo doll to strike. The monster ignored him, moping as he walked by and kicked aside a piece of debris. "Ow!" Swampfire cried, clutching his foot and hissing in pain.

"Sorry." Hoodude mumbled.

"What's wrong, Hoodude?" Spectra asked.

Hoodude sighed and turned to face them. "I don't know! Everything and everyone is against me, I tell you! It's such a tragedy! " he cried, spreading his arms in an over dramatic fashion and accidentally knocking over a ladder. The ladder crashed into a door frame with a horseshoe nailed into it, tilting it upside down as a black cat suddenly came out of nowhere and ran past them, dashing down a hall and out of sight. "I'm going to assume that's bad, right?" Swampfire asked, extinguishing his hands. The girls bit their lips and nodded as the entire school began to shake and cracks began to form in the floor.

"RUN!" Swampfire cried, grabbing Venus off the ground and grabbing hold of Hoodude, throwing both monsters over his shoulder and running down the opposite hallway with Spectra and Jinafire close behind, away from said trembling and quaking. A low, hollow roar echoed through the school and the ground shook even more violently, if that was even possible. "What's going on?" Swampfire asked over the roar, turning a sharp corner and running towards the Creepateria.

"I pray it is not what I think it to be." Jinafire shouted as they all dived behind an upturned lunch table. Hoodude groaned and sulked with his back to them, Venus lying asleep next to him. They peeked over the edge of the table, expecting something horrible to come at them and trying to devour them with salt and pepper. But nothing close to that even happened; the shaking and the bellowing just continued on without stopping. "What are we up against?" Swampfire asked Jinafire. The young gulped nervously, her hands nervously playing with her hair. "I fear it might be the Kraken." she nervously.

"Who with the what now?" Swampfire asked confused.

"Rumor has it that there's a huge sea monster that lurks in the pool of Monster High," Spectra explained. "It's the deepest in the world, almost never ending." she added when Swampfire just looked at her with a confused face. "So, where is said terrible beastie?" he asked. He soon got his answer when the floor in front of them suddenly exploded, massive purple and black tentacles spilling forth and filling the Creepateria, smashing lunch tables and everything else as it seemed to be searching for something, most likely food. "Uh, should we be running?" Swampfire asked.

"YES!" Spectra yelped as she suddenly disappeared in flash of greenish light. Swampfire just stared at the spot where she had been, but his attention was quickly ripped away by a shadow cast over them, a massive tentacle dripping with slime and covered in razor sharp hooks preparing to smash down on them and rag them kicking and screaming to the depths. "Run!" Swampfire yelled for the second time, grabbing Venus and Hoodude and leaping out of the way just as the tentacle came crashing down, smashing the lunch table to bits. Jinafire lay at his side, dazed but unhurt otherwise. "How do we get out of here?" Swampfire asked her, and the young dragon pointed toward a large hole in the wall leading out to what appeared to be an outside dining area. Swampfire didn't question and dashed through the hole, ducking his head as a withering tentacle chased after them, thrashing as anger when they escaped just out of his reach. A loud roar shook the grounds, and a dozen more tentacles suddenly ripped the top most tower of the school off, sending it plummeting to the courtyard, where it was smashed into hundreds of pieces. Students continued to run about in a mad fashion, screaming and yelling in panic as Swampfire and his small posse took cover behind a large oak tree. The Methanosian gently leaned Venus against the trunk of the tree before returning his attention back to the Kraken.

"How do you stop this thing!?" he cried over the noise.

"I am not sure," Jinafire admitted. "If I remember correctly tough, sea creatures are not all that fond of fire." Swampfire grinned when he heard that, running off to with hands ablaze to do what he did best. Jinafire raised an eyebrow; this was not what she was expecting from someone like him. While he did look like the brave type, she pictured him as more of the guy that would run away from a fight instead of dive head first into it.

Swampfire raised his hands and let loose a wave of fire on a nearby tentacle, grinning with satisfaction when he heard the monster scream in pain. The tentacle rose up into the air and came crashing, sending a labyrinth of cracks through the courtyard grounds. The tentacle swept across the grounds, forcing Swampfire to jump over it as it came at him. He slung another fire ball at the tentacle and watched it withdraw back into the school. "One down, almost a dozen more to go." he sighed. This was going to take forever, especially since none of the students possessed adequate fire abilities. Technically, that wasn't true. There was always that one guy, Heath Burns, but he had a habit of setting fire to things that weren't supposed to be burned, or shouldn't have been able to burn in the first place. Just like that one time he had set fire to the school's pool when it was full of water. Not even Headmistress Bloodgood had been able to figure that one out.

"Move!" Jinafire cried, crashing into him and sending both of them to the ground as a rogue tentacle swung over their hands. "Thanks." Swampfire said with relief at not having to regrow a head. "It was my pleasure. Now, shall we dispose of this horrid creature?" the young dragon asked with a sly grin. Swampfire smiled and pulled him and Jinafire up as they faced the monster together when an idea struck him. "Hey, Hoodude!" he called, grabbing the voodoo doll's attention. "You wanna be helpful for once!?"

Hoodude vigorously shook his head. He had spent the better part of his undead life trying to avoid hurting someone. The other half had been trying to woo Frankie, but that had proven to be virtually impossible. She had made it clear that while she did like him, she just didn't like him that way. That didn't stop him from trying though. Impossible not to; he was programmed to love Frankie in every possible way. He was literally made for her, _by _her. So, if there was ever a chance to make himself look like a hero, especially to Frankie, now was the time. "See if you can use your freaky voodoo stuff on the Kraken! Aim for the tentacles!" Swampfire cried as a jet of flame was fired out of Jinafire's mouth, singing a cracking tentacle with ease. The tendril rose up into the air and came smashing down, Swampfire catching it in his hands and holding it up just before it crushed her. He then focused his anger and felt the fiery sensation in his hands that signaled the methane in his body had been lit.

A disgusting smell filled the air as flames consumed the writhing tentacle, the Kraken squealing in agony as the fire raced up the arm and back towards the head, where it would most likely be extinguished in the churning waters. The odds of that same tentacle returning however, were slim. For the next couple of heart rushing moments, Jinafire and Swampfire worked as a team, simultaneously working to push the tentacles back with hot coals and jets of flame that made the air smell like fried calamari. Hoodude, always happy and ready to help, focused on turning his horrible luck on the Kraken, using every trick he knew. All he had to simply do was touch a cracking tentacle without getting caught and then subject himself to horrible amounts of pain he could fortunately not feel. Occasionally, a stray ember would meet his cloth skin and burst into flame, but this usually worked in their favor as long as it was put out fairly quickly. Soon, the trio of mismatched heroes were down to just half a dozen giant tentacles after what seemed hours.

"Why won't this thing die!?" Swampfire cried as a tentacle suddenly wrapped itself around him.

* * *

"Venus?"

Someone was calling to her. She moaned and rolled over, silently wishing for the voice to go away. Her head hurt like crazy and all she wanted to do was sink back into the soft, warm bed of unconsciousness.

"Venus!"

She moaned again and cracked open her eyes to see a pair of large, bright, violet colored orbs only inches away from hers. She gave a startled yelp and jolted backwards, hitting her head against the trunk. She hissed in pain and clutched the sore spot as her vision came back to her. "Sorry!" Spectra apologized, backing up to an appropriate distance. Venus moaned again and sat up. She looked around to find herself out in the courtyard. How had she ended up there?

**BOOM!**

And what was all that racket? She struggled to her feet, leaning against the trunk for support, and peeked out behind it to see half a dozen giant tentacles slithering across the courtyard, smashing through things and knocking them over with ease as three figures fought against them. The first, she easily recognized as Hoodude. She felt a pain of slight irritation toward him. After all, he had caused most of the trouble in the school and was the entire reason why her head was pounding like a giant drum set. The second figure took her a bit longer to remember. She soon figured it to be Jinafire after she blew a wave of fire from her jaws at a giant tendril. The third figure however, was a complete mystery to her. And why did she feel a sort of attraction to him?

"Who is that guy?" Venus asked Spectra, her face turning an incredibly light shade of red. So much so that if you didn't look closely, you wouldn't have known it was there. Spectra however, had seen several times ever since Ben had shown up and identified it easily. The young spirit grinned as she looked over Venus's shoulder, pointing with a near translucent finger. "That's Swampfire," she said with a slight smile. "He rescued you and Jinafire from the Kraken, and from the looks of it could use your help. You up for it?" she asked, pulling out her iCoffin to take a picture of the fight. Venus slowly nodded and staggered out into the open. She had an idea of what to do, but she wanted Swampfire's attention before doing it. While she normally wasn't one to flirt or impress a boy, she somehow couldn't resist with this one. It were as if she had somehow used her own Pollen of Persuasions on herself.

She stabbed both fingers to her lips and blew a shrill whistle. All three heads instantly whipped around to look at her, and even the tentacles seemed to pause for a bit. "Heads up!" she cried as she reached into her pocket and pulled out a handful of seeds that she cast on the ground. She quickly reached into her other pocket and pulled out a spritz bottle containing some kind of liquid. She then quickly squirted the seeds she had thrown on the ground and watched as roots began to grow and sink into the ground, stalks and leafy tendrils reach for the sky. Seconds passed before the plants were taller than the surrounding trees and topped with razor sharp thorns. In the center of each plant was a large cavernous mouth ringed with sharp teeth like a Venus Flytrap. The plants let out a loud, animal-like roar and engaged the Kraken's tentacles with fleshy tentacles of its own. The Kraken bellowed and wrestled with the plant monster's tendrils as Venus climbed up the large stalk to direct her creation's movements.

"Hey, don't start the party without me!" Swampfire cried as he flew open his hand and let a dozen seeds fall to the ground. Without anything to jump start them with, the seeds began to sprout. They too, grew into giant monsters with large, pumpkin like heads that sat on large, fleshy shoulders and a thin, stalk like body. It's large hands were sharp branches that resembled claws. The half a dozen monsters roared and attacked the remaining tentacles, biting savagely into them and clawing at them like mad men as Swampfire yelled at them, flinging fire balls from his hands whenever he could. One tentacle drew back within the skeleton of the school after a savage bite from Venus's plant monster. Another retreated when Jinafire gave it a good smack with a tail followed by a savage kick.

"Keep going! We're almost through!" Swampfire yelled as he jumped up and stopped down on the tip of a tentacle as Hoodude ran up to a tree and gave it a quick kick, a large branch falling out of the tree and smacking him on the head. Swampfire was pretty sure he saw the tree smirk with satisfaction as the Kraken roared in pain again and withdrew the tentacle he was currently attacking back into the school. Venus gave a thumbs up as she finally made it to the top of her monster's head. She pointed with a commanding finger and the sound of the earth being ripped up filled the air as the monster pried itself out of the ground and stood up on its root-like legs. The monster roared and took a step forward, fully engaging the Kraken. It drew back a strong tendril and punched a stray tentacle and watched with satisfaction as it retreated back into the school. Venus smiled as the monster bit into another tentacle, actually biting it off and watching as it fell to the ground. The monster bit off another tentacle and head butted a third until there was only one left. "FIRE!" Venus commanded. The monster bellowed and opened its mouth, unleashing a sudden wave of fire that laid waist to the fighting appendage. The Kraken gave a final cry and whipped out its tentacle, slicing straight through the stalks of Venu's plant monster! The tentacle gave a sudden jerk and pulled itself back into the school as the plant monster's head plummeted to the ground.

"AAAAAAA-HHHHHHHHHHHHHHHHHHH!" Venus cried as plant bits fell around her. Now she knew exactly how Robecca felt when her rocket boots failed on her. And she was nowhere near ready to die! The ground was ever approaching. She squeaked and covered her eyes and curled herself into a ball, hoping that the injuries would be minor. She fully expected to fell cold, hard stone, but instead she heard a slight "Oomf!" and felt cool flesh. She cracked open her eyes to see two almond shaped, green eyes looking at her with concern. She fully opened her eyes to see herself in the arms of Swampfire, exactly where she was hoping to someday be. She smiled as her face turned red. "I'm fine. I can't say the same for my poor friend, though." she said sadly, pointing to the remains of her monster. Swampfire nodded and set her down, to the slight disappointment of Venus. He wiped his brow and winced as he felt his bones (did he have bones?) crack. "I'm gonna feel that in the morning." he said with a pained voice. Venus merely laughed when a thought occurred to her.

"Um, Swampfire?" she asked in a timid voice. The Methanosian paused and looked at her. "Yeah?"

"I know we just met and all, but . . . . . . would you, um . . . . . . . go to the dance with me?" she asked suddenly, deciding to get it over with. Swampfire raised an eyebrow. "Who with the what now?" he asked, completely confused. "I don't have the foggiest idea what you're talking about."

Venus laughed. "Every year, our school has a Ghoul's Choice Dance," she explained. "I unfortunately didn't have a date for last year. So, I was wondering if you could be my date for the dance?" she asked. Swampfire blinked. He could feel his heart racing as sweat poured down his forehead. He did have to admit, Venus was hot. Smoking hot, pun totally included. But, if he messed up, how would Frankie feel? She would surely hate him if she found out about everything.

Unfortunately for him, his lips had a mind of their own.

"Sure. Why not?" she said with a shrug. "When's the dance?" he asked.

"Halloween night." Venus said with a smile. "I'll see you there, okay?" she said.

Swampfire merely nodded as Venus smiled, blew him a kiss, and walked away.

"Oh, man. What did I get myself into?" he whined to himself. Suddenly, Spectra appeared out of the ground in front of him, blinding him with a quick camera flash. Swampfire jerked back in surprise, rubbing his eyes. "Hey!" he complained. Spectra smiled. "Sorry," she apologized. She then called for Hoodude and Jinafire to come over, asking for them to pose for a group picture, which they gladly did. After a couple shots, Jinafire turned to Swampfire. "I will admit, I was unsure about fighting along someone who has no clear fighting style," she began. "I will say however, that you have clearly impressed me and that it was an honor to fight alongside you." she said, bowing to him. Swampfire grinned and returned the bow before Jinafire walked off with a friendly wave. Swampfire then turned to Hoodude, who had been awkwardly standing off to the side. Swampfire sighed. "Look, um, Hoodude? Do you wanna go grab a pizza with me and some friends some time?" he asked, feeling sorry for the poor voodoo doll. Hoodude's eyes lit up and threw himself at Swampfire, giving him a big hug. "Oh, yes! Anytime!" he cried happily, bouncing off with a spring in his step. He no longer felt blue, a relief to everyone.

Swampfire merely chuckled as he and Spectra watched the happy voodoo doll run off, content as one could be. "You just made his day, you know." Spectra said after a few moments. "Yeah. I know. I guess I felt sorry for the poor guy. Not his fault he's cursed. Besides, I'm Ben Tennyson! I can handle anything anyone throws at me!" he said proudly, putting his fists on his hips as he struck a pose. "Frankie and friends at 10 o'clock." Spectra suddenly said.

"What!? Where!?" Swampfire cried, nearly losing his balance as Spectra laughed. He turned to see a shaken Frankie, Cleo, Clawdeen, Draculaura, and Ghoulia making their way over to them, though they didn't seem to have noticed Swampfire yet. "Oh, geez!" he cried as he ran behind a tree, slapping the Omnitirx symbol on his stomach and letting the green light encase him, changing him into Frankenstrike. He let out a sigh of relief and peered out from behind the tree to see Frankie and her friends talking with Spectra.

"Have you seen Frankenstrike anywhere?" she asked the ghost. "I wanted to ask him something."

Before Spectra could say something, Frankenstrike stepped out from behind the tree, pretending he had been there the whole time. "What did you want to ask me, Frankie?" he asked, walking up to the group. Frankie jumped in surprise before latching onto him with the biggest of grins on her face. "Oh my ghoul! I thought you were gone again!" she cried, hugging him tighter as her ghoulfriends watched with smirks on their faces. Frankenstrike chuckled. "Ahh, don't worry about me. I was down in the catacombs, fighting the beast from the source. From what I've heard, a friend of my mine was handling things here on the surface and scored himself a date for the dance." he said with laugh. Frankie then let go of him, suddenly feeling nervous about something. "Um, speaking about dances . . . . ." she said nervously, twisting a lock of hair between her fingers. Frankenstrike raised an eyebrow, urging her to go on. "Would you, um, go to the dance with me?" she asked nervously. "If you don't want to, that's still okay!" she interjected quickly.

"I'd love to go."

"What?" Frankie asked, not quite believing what she was hearing.

"I said, I'd love to go to the dance with you. Halloween, right?" he asked. Frankie nodded, not quite processing as Frankie took her hand and gave a quick kiss. "Consider it a date, then." he said, giving a friendly wave as he walked away, Spectra trailing behind him.

"You just dug your own grave, you know." Spectra said as the sounds of girls screaming with joy could be heard behind them.

"What have I gotten myself into?" Frankenstrike wondered, putting his face into his large hands.

**And there's the chapter! I'm sorry if it got kind of off at the end, but I just wanted to get it over with before I right the big one; the Halloween dance. What will happen when Ben has two dates, one night to impress them, and an Omnitrix with a mind of its own? Nothing good, that's for sure.**

**As always, please comment and review below. And feel free to send me your suggestions and ideas for this story, because next chapter is going to be the biggest and longest one yet.**

**Hasta luego!**


	7. Dia de Muertos

**And here is another filler chapter! I apologize if this does not meet up to my standards, but so many of you have been asking for a certain ghoul to come into the picture, and I thought "why not?". So here you go. Enjoy, and don't forget to review!**

**Oh, one more thing; I honestly don't mind it when readers leave me long reviews. It lets me know if I'm doing a good job, and I honestly prefer the long ones to the short ones, believe it or not. So, don't feel bad you type a lot!**

A slim figure crept down the empty halls of Monster High before diving into an abandoned janitors closet. The figure closed the door and breathed a sigh of relief. Everything was still as she had left it; her makeshift bed of towels stolen from the school's pool and cushions from the student lounge was still unmade, and the unlit candle stick still sat on a stack of cardboard boxes. Her few spell books sat at the foot of her bed, still as she had left them. Her pile of discarded clothes lay in a corner. She sighed and slid down the back of the door, straightening her new black jacket. She was a mess; she had just discovered that her worst enemy, Ben Tennyson, had somehow found her knew hiding place. Fortunately, he had been distracted by a large fire when she had stolen her new uniform from the Maul; it was child's play to cast a fire spell to light the waste basket on fire and then lay waste to the building. She sighed again and stood up. It was time for some rest; she could destroy Tennyson in the morning. She yawned and lay down in her bed, pulling the large towels over her body as she fell asleep.

Frankenstrike opened the door that led down to the catacombs, wincing as the rusty hinges echoed in the empty hallway. It was well past midnight, and the school, for the most part, was empty; a few night classes for those monsters who couldn't go out in the daylight, namely most vampires and some ghosts, were elsewhere in the school. Spectra had no idea he had snuck out of her house to head to the school, and he knew that if she ever found out she would be hurt. After all, she did trust him some of her most embarrassing secrets, and he in turn trusted her. And he had to owe the entire night mission to a little note he had found in his locker at the end of the day, written by someone he did not know. All it had asked was for him to meet the mystery writer down in the catacombs after the clock had struck twelve. And that technically wasn't the latest it could get at Monster High; time ran differently here, with one more hour than what Frankenstrike was used to. So instead of a twenty four hour day, it was twenty six, with thirteen hours for the day and night. Frankenstrike found it a little odd, but not that strange; he did after all, have a "magic" watch that could change his form at will.

Frankenstrike clicked the door to the catacombs behind him and let his eyes adjust to the darkness. As Anur Transyl was always pitched into perpetual darkness, the inhabitants had larger eyes than most organisms to allow better night time vision. Transylians were no exception, and Frankenstrike put the handy power to good use as he walked down the cold, cobblestone stairs into the bowels of the catacombs, torches lit in skull shaped holders lining the walls every hundred feet or so. He could hear the constant sound dripping water and the occasional skittering of a mouse or rat as he pushed aside curtains of cobwebs. Hundreds of spiders lurked in them, and they only bothered him for the first half hour as he traveled through the maze of walls, following closely the crude map on the note provided. He twisted around corners and passed through long hallways covered in large molds that draped over the walls and pooled on the floors. Eventually, he came to a large curtain of green. He checked the map and pushed it aside, stepping into a large, domed, chamber. In the center was a small fire pit with a loud, crackling flame at its center. A snow white figure dressed in a black dress with a multicolored skirt. She had a large web of black and marigold streaked hair on her pale head. She looked up when she heard his large footsteps echoing on the stone floor and smiled. Frankenstrike saw that her face resembled a sugar skull, covered in bright, patterned dots and lines as she stood up and walked over to him.

"Greetings, Mr. Strike." the young girl said. "My name is Skelita Calaveras."

"Please, call me Frankenstrike." the Transylian said, taking her hand and giving it a good shake. Unfortunately, he had forgotten his own strength, and tore her hand off! Frankenstrike jumped back in surprise, the stolen limb in his large hands. "Woah! Sorry!" he quickly apologized. The young woman's small laughter caught him off guard a little. "Um, why are you laughing?" he asked, handing her hand back. The girl took the hand back and jabbed it back onto her stubby limb, wiggling her fingers before lowering her arm. "Do not worry; it doesn't hurt in the slightest. I am a skeleton after all."

"Wait. You're a what?" Frankenstrike startled before he looked down and noticed that she had literal bones for legs. He looked up again to see her arms were also bones, her face a pure white skull of literal bone. He jumped back in fright but quickly recomposed himself when he heard the skeleton giggle. He chuckled and sheepishly rubbed the back of his head. "So, uh, what did you want me here for?" he asked. Skelita motioned for him to sit down at the fire pit as she pulled out two long skewers. She then took her own after handing Frankenstrike his own, and stabbed it into a large pepper. Frankenstrike uncomfortably copied her and put it over the fire like Skelita had done. "Seriously, what did you want to talk about? I doubt it was about roasting red peppers over a campfire." he said uncomfortably. Mostly because the low bench he was sitting on was so small.

"I know this might sound odd, but I sometimes get this feeling in my bones that tells me when something big is going to happen." she explained, slowly turning her pepper over the crackling flames, her gentle voice echoing through the chamber. "The strange thing is, is that it only happens when I am near or around you." she said, raising an eyebrow. Frankenstrike gulped nervously and scratched his head. "Um, that sure is strange." he said uneasily. Skelita cocked an eyebrow. "Are you hiding something?" she asked. Frankenstrike shook his head, but Skelita continued on. "I also get the same feeling in my bones when I've been around Clockwork, Swampfire, Ripjaws, and that time when Bullfrag broke into our classroom to rescue some frogs. Do you have an explanation?" she asked kindly.

"Is it just me or is it getting hot in here?" Frankenstrike asked nervously, fanning himself furiously.

Skelita was about to press further, when she got that sensation in her bones; the tingling feeling that warned her when something was going to happen. She suddenly felt hot, the air feeling suddenly humid and hot. Then she heard it; a low growling sound that filled the air. "Now that you mention it, it does feel a lot warmer." she noted. The growling sound grew into a roar, and the sound of claws scrabbling against the stone floor filled the air. Skelita stood up, Frankenstrike following him as the sound got closer and closer. "What is that-" Frankenstrike began before he decided to stay quiet as a large beast entered the room through a large tunnel in front of him. The animal was covered in scales and walked on four, muscled legs tipped razor sharp claws. It had a lizard-like head with two large horns curving back and glowing, red eyes. The creature roared and pulled its full body into the chamber, a pair of giant wings opening up as it stood on its hind legs. A long, triangular tipped tail curled around on the floor as the monster bellowed and a wave of fire erupted from its teeth lined jaws. "Is that what I think it is?" Frankenstrike gulped as the beast glowered at them, licking its jaws.

"Dragon!" Skelita cried as the monster roared and lunged forward towards them. Frankenstrike quickly grabbed hold of Skelita's arm and pulled her out of the way just as the dragon crashed into the fire pit and roared in anger. It snapped its jaws and gave chase after them as they ran down another tunnel, Frankenstrike practically dragging Skelita as they ran for their lives. They ran through more tunnels and passageways, running across bridges in giant caverns seemingly miles deep, but the savage dragon was always just behind them, snapping its jaws as it reached for Skelita's dangling feet. They eventually ran into a dead end, Frankenstrike cursing as they stopped. "Darn it!" he yelled in frustration, stomping a foot down and cracking the stone beneath his foot. The dragon roared from down the tunnel, and it would soon would be upon them. "Ya know, Skelita?"

"Yes?"

"I guess I might as well come clean. Ya know, before get eaten and all." Frankenstrike said as the ever familiar beeping sound filled the air. "Just, don't freak out, okay?" he asked as the green light engulfed him, filling the tunnel with light and blinding Skelita. The green light faded, and Skelita rubbed her eyes, not quite believing what she was seeing. The towering monster that had just been standing next to her had been replaced by a somewhat scrawny teenage boy in the blink of an eye. "What are you?" Skelita asked, slightly frightened (more so than usual).

"The name's Tennyson; Ben Tennyson." Ben said, smirking as he activated the Omnitrix and slapped down on the watch face. The familiar green flashed lit up the tunnel once more, Skelita gasping as the transformation began. His skinny figure suddenly swelled as hundreds of muscles piled on top of each other, sending his growing form upwards until he was more than twice as tall as his previous self. His fingers pulsed as thick veins appeared on his arms, sending alien blood through them. A second pair of eyes appeared above his own and every hair on his head disappeared. A short beard appeared on his chin that ran up to his disappearing earlobes as his jaw jutted out. Suddenly, a second pair of smaller arms burst out from under his own, still just fresh muscle and bone. Skelita felt like she was going to be sick until rough, red, skin covered them. Ben's toes melded into two large claws as a row of small spikes appeared on his head and shoulders. A black undershirt with a green stripe down the middle as a pair of black pants appeared as two pairs of black fingerless gloves came out of nowhere on his large hands, finishing the transformation.

"What are you?" Seklita asked.

"Say hello to Four Arms, baby!" the Tetramand said, flexing both pairs of arms.

A low roar came down from the tunnel, Four Arms turning to face the large dragon with all four hands balled into fists. The dragon, smoke drifting from its nostrils, surged forward, jaws wide open and fully prepared to devour the large creature in front of him. With a yell, Four Arms rushed forward and drove his top pair of fists downward, shoving the dragon's jaws shut. Before the dragon could react, Four Arms attacked with lower set of arms, boxing what seemed to be the dragon's ears and then jabbing it in the eyes. The dragon roared in agony and annoyance as Four Arms reached down and ripped away a large stone from the floor and raising it above his head before throwing at the dragon's head. The dragon fell to the ground and shook the boulder off its head, roaring. Four Arms backed up. "Any ideas, Skelita?" he asked nervously. Skelita mean while, had been watching the whole fight scene when her hand had pushed on a small rock in the wall, sending it through the other side. She rapped a bony knuckle on the wall and heard a deep, hollow sound. "Ben, er, Four Arms! Whichever! There's another tunnel behind here!" she yelled over the roar of the beast.

"And that means?" Four Arms asked, appearing next to her.

"If you can lure the dragon over and then destroy the wall, the collapse should daze it long enough for us to get away." Skelita said calmly.

Four Arms grinned. "I like you. You're smart." he said before turning to face the dragon, cracking his knuckles for dramatic effect. "Hey! Over here you big, dumb lizard!" he yelled, cupping his hands over his mouth. The dragon's gaze deepened as it opened its mouth and unleashed a jet of flame. Four Arms blanked; he hadn't been expecting that to happen, despite the fact it _was_ a fire-breathing dragon. Without thinking, he dove in front of Skelita as she flinched, shielding herself with her arms. Four Arms cried out in pain as he turned his back to the dragon; it didn't hurt exactly. His Tetramand skin happened to be somewhat fire-proof. However, it wouldn't last long. "Can you do something please? This kind of hurts!" he grunted. Skelita panicked and did the first thing that came to mind; she reached down and picked up a small stone from the wall about as big as her palm and chucked it at the dragon, hitting it square between the eyes.

The fire stopped, and the dragon's closed as it tried to understand that it had been struck by an object that was much too small to do any damage by its prey. Four Arms was breathing heavily as smoke curled off his singed back. He look over his shoulder to see the entire back part of his shirt burned off. She shrugged and tore the rest off, discarding it to the floor, revealing his well defined abs and chest muscles. Despite having no skin or blood vessels to begin with, Sekltia felt herself blushing. A low growling sound filled the chamber once more, and they both turned to face the dragon, its lips curled back to show its teeth; it had had enough play for one day, and was more than ready to kill them. Four Arms glanced up and behind them, noticing that a large crack ran from the wall and up to the ceiling. A trickle of dirt would fall through the crack every time there a large tremor, and this gave the Tetramand an idea. "Quick, get down!" he yelled to Skelita. The young skeleton did not to crouch to the floor and cover her head as Four Arms both pairs of muscled arms and slammed his fists downward to the floor. The tunnel shook, and dirt fell from the ceiling as the crack began to widen.

**BOOM!** Another hit.

**BOOM! **Another hit.

The dragon was edging closer, its jaws wide open and a harsh glowing light coming from the back of its throat, preparing another blast to hopefully incinerate its prey. Four Arms grimaced and raised his arms one more time. _Oh, please let this work,_ he thought to himself as he slammed his fists into the ground one last time. By now, the crack had widened enough that a truckload of rubble came tumbling down, smashing onto the dragon's head as it lunged forward. Four Arms shielded his face until the dust cleared and cracked open his eyes to see a wall of dirt and rock in front of them, two stone walls to his left and right, and another stone wall behind him, with about a dozen feet between the rubble and back wall. He sighed with relief as Skelita cracked open an eye. "Is it dead?" she asked, standing back up and pointing at the dragon. Four Arms dusted off his hands as he answered. "Nah, I doubt that; probably just knocked him out for a round." he said with a large grin. "We should probably get out of here before he-"

He never got to finish as a loud rumbling filled the tunnel and trails of dirt poured from the ceiling. Both of them looked up to see the crack widening even more, spreading the whole width of the tunnel as a wall of dirt and rock pressed down on. "Get down! Again!" Four Arms cried as Skelita fell to the floor again, Four Arms landing on top of her to act as a shield for her fragile bones. The world shook and fell around them as Skelita squeezed her eyes shut, covering her head and trying to block the sound out of her ears, despite not having any. After what seemed like hours, the roar of the collapsing tunnel stopped. She waited a few more minutes before she cracked an eye open to see nothing but brown and gray all around her. She began to panic until she felt a heavy breathing on the back of her vertebrae. She craned her neck to see Four Arms over her, protecting her from the falling rubble with his own back. She oddly felt touched by the gesture, despite having just met the strange boy moments ago. He had sacrificed him to protect her, and that was really counted for the young skeleton. And she would gladly thank him, if he could just get off of her.

"Um, Four Arms? Ben? You can let go know?" she said gently. Four Arms opened a pair of eyes and laughed nervously he realized she was right. With a heavy grunt, he rose up to his full height, rocks and dirt falling off of him as he stood up. Several small cuts from the stones marked his arms, but he barely felt them. What really hurt was his back. With an arching twist and he cracked it, wincing as he heard the loud pops and cracks of his own spine. "Ahhhh, yeah. That'll do it." he sighed with relief once his back was straightened out. He looked around to them standing up to their hips in debris, Skelita up to her shoulders. He quickly dug her out and helped her up before doing the same to himself, ducking his head against the low ceiling. "So, uh, what now?" he asked. Skelita shrugged and pointed upwards, a small shaft of moonlight shining down on them.

"Four Arms's is not gonna be able to climb that," the Tetramand said. "However, I think I know a guy who can fly us out." he chuckled, slapping the Omnitrix symbol on his green belt. Skelita shielded her eyes as Ben briefly changed back into his human self and let the next sequence of the transformation begin. First was the light covering of light and dark blue fur. It covered his whole body as he shrunk down to the size of a large bulldog. He was forced to hunch forward as his spine arched that way, a long tail sprouting from the base of his spine. His arms became thin, yet strong, designed to pull himself up and down, left and right, and whichever direction he pleased. He lost two fingers on each hand, but gained a second pair of similar arms that split out from his sides, thankfully already covered in skin and fur. Three pairs of green eyes appeared on his face as the fur on his head was flipped up and back. His jaw jutted out in an ape-like fashion as two, sharp canine teeth poked from his bottom lip at the corners of his mouth. Two green sashes appeared across his chest like an X with the Omnitrix symbol in the center, finishing the transformation.

"Jetray! Ook! Ook!" the alien cried out, posing with arms stretched out like wings. He then quickly looked himself over and noticeably drooped, his face falling. "Correction; Spidermonkey." he sighed. "Oh, well. I can work with this too." he chuckled. He aimed his tail upward and shot a jet of web fluid out of it, drawing a small squeak of surprise from Skelita as it rocketed upwards and stuck fast to a firm rock. Spidermonkey gave a few tugs before confirming it was safe. He then reached out with a hand and looped it around Skelita's thin waist. "Hang on tight! Ooh! Ooh! It's goin' ta be a bumpy ride!" he screeched before swinging up the tight rod of silk, Skelita screaming all the way. They rocketed up the thin rope of webbing and before they reached the top, Spidermonkey shot out another jet of web fluid, swinging on it like a vine and pulling him self to the other side of the hole before spinning around in a ball and shooting another shot of web fluid upwards, yanking himself up as the webbing was sucked back into his tail. Skelita continued to scream as they went through another series of mind boggling acrobatics before they finally slingshot out of the hole and into the night air, tumbling onto a soft bed of grass. "And the Amazing Spidermonkey does it again! Ooh! Ooh! Ah! Ah!" he cheered, pounding his chest like a gorilla as he jumped up and down excitedly. Skelita, meanwhile, was shaking on the ground.

She was completely terrified. She couldn't believe moments ago they had been a mile underground and had covered that much distance in such a short amount of time. And the way they did it! She had always marveled at acrobats, stunned at how they made twirling and flipping through the air look so easy. She couldn't believe she had ever wanted to give it a try at some point! If she had a stomach, she would have emptied long ago, she felt so sick. She stood up on shaky legs, leaning against a nearby tree for support as she gasped for breath. Spidermonkey turned around and knuckle walked over to her, a look of concern on his face. "Are you okay?" he asked. She slowly shook her head. No, she was not okay. Why would he think she was? What they had done was just insane. "Promise me one thing." she said with a shaky voice, falling to her knees on the ground. "Don't ever do that with me again." she pleaded. Spidermonkey sighed and sat next to her, putting a comforting paw on her back and gently rubbing it up and down her vertebrae. For some reason, this seemed to sooth Skelita, calm down her jittery nerves a little. She moaned sleepily and sat cross legged as Spider monkey continued to rub her back gently, playing her soft hair a little as he did so. After a few moments, Skelita could feel herself becoming calmer; her heart had stopped pounding, and she no longer felt like she was on a sugar rush.

"Better?" Spidermonkey asked cheekily.

Skelita nodded her head. She did feel better than before. She took a breath and stood up, thankful that she wasn't in danger of falling over.

"That's good. Unfortunately, that means I also have to break that promise of yours." Spidermonkey said sheepishly. Skelita looked frightened and confused at the same time before she realized that he was somewhat right; they were in the middle of the woods. She could see the soft lights of the town a couple miles away, but there was no way they would get there before dawn. She sighed as Spidermonkey put a reassuring hand on her femur bone. "Don't worry! Ooh! Ooh! Ooh! I promise to take it easy!" he said.

* * *

"You call this easy!?" Skelita cried.

"Trust me; this is the least showy thing that I could possibly do." Spidermonkey said with slight resentment in his voice. He _had _promised her to take it easy. Unfortunately a small part of him wanted to do a repeat of the flips and twirls he had done back in the hole, and this was what he could come up with; a steady rhythm of shooting a strand of webbing out at a far away tree and swinging to it, twirling in the air for a few seconds before firing another jet of webbing and repeating the process. It was seriously the least nauseous thing he could think of at the moment. After about a quarter of an hour, they reached the outskirts of the quiet town. Skelita took a break from hyperventilating and gave him quick instructions to her house as Spidermonkey swung from lamppost to lamppost. They eventually arrived at a semi normal household done up in a Mexican style lay out. Large, clay pots sat on either side of the walk up to the front door, cacti sitting in each pot. Most of the lights in the windows were off, but a soft glow could be seen in the bottom floor of the house, in what Skelita said was the living room. With a flick of his tail, Spidermonkey snapped the strand of web and landed with a low thump at Skelita's doorstep. The skeleton was breathless for a moment but quickly recovered, smiling from cheekbone to cheekbone. A familiar beeping sound filled the air, and Spidermonkey disappeared, reversing Ben to his normal form. He then realized his hand was still around Skelita's waist and jerked it away nervously, smiling sheepishly as he did.

"So, um, good night, I guess." he said before turning around to walk back to the road. Skelita smiled and grabbed hold of his arm, yanking him backwards and towards him. Before he could protest, Skelita pulled him in and pressed her lips against his. Ben stood stalk still for a moment before deciding to go along with it and pulling Skelita deeper into the kiss. The two teens just stood there for a few moments, oblivious to the world around them, until they broke to take a breath.

"Wow." was all Ben could say with his signature goofy grin.

"_Si_." Skelita giggled as she put a hand on the doorknob to her house. "_Buenas noches._" she said sweetly. Ben waved good bye before turning around and walking down the walk. "See you at school tomorrow, Skelita."

The young skeleton smiled and entered the house, the door clicking softly behind her.

"_Hija? _Is that you?" a voice called from the living room.

"_Si, mamá!_"

"Where were you?"

"Having the night of my undead life." Skelita said with a sweet smile as she headed upstairs to bed.

**And there's the first filler chapter! A lot of you were requesting Skelita make an appearance before Ben's secret be revealed, so here you go! And yes, I have decided to make this a harem story, based on a review I received from a loyal reader. I will not however, be featuring any lemons in this story. If you are that kind of person, feel free to write a story like it. This website needs more Ben 10/Monster High crossovers anyway.**

**As always, please comment and review below! I will be posting the big Halloween Dance Fiasco on Halloween. So, be patient until then!**


	8. The Fast and the Ghostly

**The requested filler chapter until Halloween is here! Now, this is going to be the last filler chapter until the big Halloween update, so keep hanging in there! As usual, post your reviews and comments below, and feel free to PM me your ideas and suggestions.**

**Enjoy!**

The bell rang brightly as the door swung open to the Pizzeria. Swampfire held the door open for Hoodude to walk through, Robecca Steam, Draculaura, Clawdeen Wolf, and Clawd Wolf right behind them. It was just after school, and the small gang had decided to head out for a snack, Swampfire's treat as he had promised Hoodude. Of course, Hoodude had felt a little uncomfortable going alone and had asked Robecca to come with him, along with Clawd. Draculaura and Clawdeen weren't to far behind as they almost always went where the other went. The large group then sat down at a large booth in the corner, Swampfire and Clawd taking the outside seats as they were the tallest of the group.

"Everybody know what they want?" Swampfire asked after a few minutes of browsing through the menu.

"Meat lovers." Clawd and Clawdeen said in unison.

"Veggie." Draculaura said, looking a little green after hearing the werewolve's choice of menu.

"Cheese, please!" Hoodude cried happily.

"I'll just have some ginger tea and pasta," said Robecca.

"And I'll have a veggie pizza, too." Swampfire finished after getting a look of Draculaura's worried face. "I've been meaning to try one of those bad boys out. Heard they're actually pretty tasty." he said as Draculaura beamed. A small gargoyle waiter with a scrunched face lumbered over, looking as if he hated his job. A lot. "What'll it be?" he growled. The teens recited their orders, and the gargoyle lumbered off, grumbling under his breath about how he should have stayed in college. "I assume you and Clawd are going to the dance together?" Robecca asked Draculaura, trying to start off a conversation. The little vampire, shorter than anyone else at the table, nodded vigorously. "Of course, it's going to take me the entire week just to pick out an outfit that matches Clawd's! Then I'll have to change my outfit again, and of course change Clawd's outfit to compliment mine, and then go back to what I originally had then change Clawd's outfit one more time! Whew!" Draculaura said, breathing heavily after her short outburst.

"Is she always like this?" Swampfire whispered to Clawd.

"You should see her at the Maul sometime. Takes her an hour just to pick something within her budget." Clawd said with a laugh. "And don't even get me started on her closet."

"Wait, how do you know about her closet?" Clawdeen asked, raising an eyebrow.

"She showed me one time during a study session together. I swear, I got lost in there for an hour." he added, muttering under his breath. "How do you find your way around in there?" he asked his girlfriend.

"Decades of practice." she replied simply as the gargoyle waiter came over with a tray of drinks. Robecca gladly took her ginger tea as the boys each took their drinks, Clawd and Hoodue's a soda, Swampfire a sweet, delicious smoothie. Draculaura and Clawdeen sipped their glasses of water happily as the conversation continued and the smell of pizza wafted through the air.

"Centuries? How are you that old?" Swampfire asked with surprise.

"She's a vampire, dude." Hoodude whispered to him. "They practically live forever."

Swampfire nodded, excepting the fact that the sweet, young girl sitting across from him was practically older than human history. "Anyone else know who they're going to the dance with?" he asked, slurping his smoothie happily. Clawdeen shrugged her shoulders, filing her claws. "Meh. I think I'll just go by myself again. Not really into the whole date thing." she replied. Robecca sighed longingly, staring off into space as she stirred her tea with a spoon. She _did _have an idea of who wanted to go to the dance with. Of course, in order for that to happen, they had to actually show up. Clockwork, after rescuing her, repairing a chard building, and the demolished school, had simply disappeared. Robecca had never gotten a chance to ask him to the dance. She was slightly jealous that her ghoulfriend, Venus, had asked her dream date out. At the same time, she was still happy for her.

"Robecca? Robecca? Earth to Robecca!" Clawdeen practically yelled, waving a hand over the automaton's face. Robecca jolted, having come back to the real world. "So, were you just off in La La Land or something?" Clawdeen asked. Robecca's face turned red. "No, no. Just deep in thought, that's all." she told them, though she swore she saw mischievous grins between Draculaura and Clawdeen, and sly eyebrow raises among Clawd and Swampfire. Hoodude remained blissfully unaware, watching a commercial for a new video game on the flat screen TV that hung over their booth. Suddenly, the screen changed to a news alert, a distressed looking Cyclops yelling frantically into the microphone. "This just in! The Werecat Gang as struck again!" she announced, gesturing to a large hole in the side of a building. "Authorities claim that the thieves blasted their way into the First Salem Bank just moments ago, stealing millions of dollars before making their escape." Swampfire choked on his smoothie as a sudden ringing sound filed the air.

Everyone glanced around before noticing it was Draculaura's phone. The vampire quickly picked it up and put to her ear, listening on the other end. "Hmm? Uh, huh? Uh, huh? Really!?" she exclaimed. "It's for you Swampfire." she said, turning her phone over to the Methanosian. Picking it up between his fingers, the iCoffin looked somewhat small compared to him as he answered it. "Hello?" he asked.

"Ben!" Spectra's voice cried out from the other end. "Get over here! I've managed to track the Werecat Gang! They're just approaching the intersection of Tooth and Claw Blvd!" Spectra yelled frantically. "I'll be right over." Swampfire sighed before ending the call and handing the iCoffin back to Draculaura. "I'll be back in a couple minutes. Spectra needs some help with something." he said, getting up from the booth and moving towards the exit. "Don't let Draculaura eat my pizza!" he said before he left, the bell ringing as he opened the door and ran out.

"Hey!" Draculaura cried in protest.

* * *

Spectra flew through the air, moving as fast as she could to follow the getaway van the thieving werecats had taken. A squadron of police cars were closely behind them, but Spectra didn't know how long it would be before they lost them; two of the four werecats were poking out of the windows facing the police cars, shooting at them with pistols. They managed to pop one of the car's tires, causing it to collide with another car and come to a screech halt. The other cars suffered holes and dent in the paint jobs and windshields, but managed to not blow anymore tires while doing so. Spectra bit her lip and pulled out her iCoffin to film the whole scene for her blog. While she knew the student body of Monster High would surely watch it, she needed something to make sure they kept on coming back for more. And Ben was that thing she needed desperately. "Come on, Ben. Where are you?" she whispered to herself, not wanting her voice to be caught on the recording.

_**SHOOM!**_

Spectra blinked in surprise, unable to comprehend what had just happened. She looked down to see a blue, black, and green streak alongside the werecat's van, keeping a steady pace with it as it ran along. The shape then suddenly accelerated forward in front of the car and jumped on the windshield, shattering the glass with two quick jabs of its hands. The sounds of angry cats fighting soon filled the air as the car began to swerve from side to side, clipping a lamp post as it hung a hard left. The lamp post came crashing down, and the light exploded on contact with the street. The police came to a screeching stop, unable to proceed any further with the obstruction in the way. Spectra swooped low, only a couple feet off the ground and behind the van. The back doors swung open and a dozen gold bars suddenly came flying out, clattering to the street with a heavy noise. Spectra easily avoided them, as they went right through her.

She moved in closer to see three of the four criminals tussling with a black and blue figure who was moving so fast, Spectra couldn't get a clear look at him. One of the werecats, covered in brown, striped fur and wearing an eye patch, grabbed a crowbar and swung over her head, but ended up hitting one of her accomplice's in the face instead when the figure jerked out of the way and was suddenly on the other side of her. The figure kicked her in the chest and quickly turned around, smacking her upside the head with what Spectra assumed to be a tail. With two of the four thieves down, the figure easily disarmed the last one of his gun before whacking him over the head with it. With a quick movement, the figure was suddenly in the front seat and attacking the driver, who soon joined his comrades in the back, unconscious. The blue and black figure then grabbed hold of the steering wheel and jerked to the right, smashing the car into another lamp post. With a quick movement, the figure jumped over the back seat, grabbed all four robbers and deposited them on the street, tied up and waiting for pick up. Spectra could finally get a good look at the figure, now that he was guarding the unconscious thieves until the police showed up.

He was about Spectra's height, and resembled something of a _Velociraptor _with a pointed black head that curved backwards. He had a pointed chin, and soon showed he was wearing a sort of body suit armor when a visor slid up over his face and disappeared into his pointed cap. He had a cocky, toothy grin as his pointed hands clicked in anticipation. The being had only three, sharp blades for hands, forming a pointy cone when put together. The strangest feature of the creature however, was it feet. Four claws, two in front, two in back, curved over a smooth, black ball, so that the creature moved about in a rollerblading fashion as the balls on his feet rolled. His long, striped tail dragged on the ground now that he was resting, but he could be lifted up and used as a weapon in the blink of an eye as he had proven.

"Hey, Spectra! I'd like you to meet XLR8!" the creature said in a high voice of Ben's that clicked whenever he talked. He zoomed over to her faster than she could blink and looked down at her iCoffin. "You get the footage?" he asked her. Spectra nodded. "I can't wait to post it!" she said. "You can go back to whatever you were doing now, if you want." she added.

"I'll wait for the cops first." the Kinceleran said, folding his thin arms over his chest. The wailing sound of a siren soon filled the air as a dozen police cars raced down the street towards, screeching to a halt when they saw the decapitated villains. Without another word, the officers arrested them as XLR8 and Spectra disappeared into a blur.

* * *

"Did you guys see that!?" Hoodude exclaimed, pointing up to the TV screen.

"Hard to actually see anything. That guy moved so fast!" Clawdeen said, marveled at how fast the hero on TV had defeated the Werecat Gang that had eluded the police force for almost half a year. A bell sounded off, and Swampfire soon entered the restaurant, holding the door open for an excited Spectra, even if it was unnecessary (she was a ghost after all). The Methanosian returned to his seat, Spectra hovering near his head as he dug hungrily into his pizza without a word. "You guys see the big chase?" he asked between mouthfuls.

"Yeah. It was awesome! I can't believe that moved so fast!" Clawd exclaimed.

"I think he calls himself XLR8." Swampfire said, sucking on his smoothie straw.

"How do you even pronounce that?" Draculuara asked. "Zee-ler-eighty?" she tried but horribly failing.

"I think you just it like 'accelerate', luv." Robecca corrected her. "And why do think he calls himself that?" she asked, turning to Swampfire.

"Just a lucky guess." he replied, winking at Spectra, who smiled.

**And there's the filler chapter. I'm sorry, but I just wasn't in the mood today. I started typing, and then it kind of just went down hill. I am not proud of this chapter, but it's what I could think of on such short notice. As always, leave your comments and reviews below. You know the drill.**

**Hasta Luego!**


	9. Secrets

**This is Halloween! This is Halloween! That's right! It's Halloween Night, and as I promised last chapter, here is the biggest update yet! Ben has just said yes to two, count 'em, TWO ghouls to take to the Halloween Dance. But with dark secrets in the school and surrounding town conspiring against him, how long will it be before Ben's secret unravels faster than a mummy's bandages (I'm good, aren't I?)**

**And, as a side note, I no longer feel lonely! Another story called _A New Monster in Monster High _has been posted by a loyal guest reader who has finally gone and got themselves an account. Go on and read _Whampire's _(yes, _the Whampire_) story! I can wait.**

**You back? Good.**

**As always, do not hesitate to review in the comments below or to PM me your ideas and suggestions. And trust me, at the end of this chapter, things are going to get crazy. Enjoy!**

The day before the big Halloween Dance.

The school was in a complete uproar. Boodes asked their ghouls to the dance, ghouls asking the guys if they wanted to go too, and the sadly outclassed monsters trying to contend themselves with being left out. They would still attend the dance in the hopes of scoring a slow dance with someone, anyone, but would mostly sit on the bleachers as the turn tables spun their records and the couples took over the dance floors. And when they weren't nervously trying to go unnoticed or avoid getting shoved into a locker, they were staring and gawking at the sizable bulk of Frankenstrike, despite the fact he had been among them for the past month or so.

No matter how many times you saw him, you never got over how big Frankenstrike was. He towered over everyone in the school, even standing a good foot taller than Manny Taur, the previous record holder. The minotaur tried to look okay with it, but it was clear he was not used to be outsized by such a massive wall of sheer muscle and strength. No one could move the large monster without getting a running start and some serious help. Even when the entire gym class played tug o'war against him, it ended in a draw. Regardless of that, Frankie found him oddly endearing to her. She sighed sweetly as she watched him lumber down the hall, already dreaming of tomorrow night's dance.

Wait a moment. He was walking up to Skelita. And he was talking to her about something, leaning against her locker as she put her books away. Skelita giggled and Frankenstrike chuckled before he gave a thumbs up and walked back down the hallway towards Frankie. _Why was he talking to Skelita?_ Frankie wondered. She hoped to Ra that they were just friends.

"Feelin' nervous, lassy?"

Frankie yelped and dropped her books, turning around to see Scarah Screams standing behind her locker, smiling cheekily. "Hey, Scarah! Wait, have you been reading my mind?" Frankie asked. Scarah laughed. "Of course I have, luv. Don't worry, you aren't the only one feeling nervous about tomorrow night." Scarah told her. "It's my first dance with Invisibilly, and I'm more nervous than Ghoulia without her laptop." she told the young cadaver. Unbeknownst to them, a pair of light blue eyes was watching them from the safety of a vent. The eyes glanced down at their conversation, but was more focused on the hulking mass of Frankenstrike as he walked past, out of sight.

With a quick scrambling sound, the eyes moved away from the vent and appeared at another on a different hallway, exactly where Frankenstrike was giving Hoodude a friendly noogie. To anyone who had noticed the pair of eyes would have just shrugged and looked away. They were used to seeing them by now, as they belonged to the shyest student Monster High had ever seen: Jane Boolittle.

The young girl was notorious for suddenly appearing and then vanishing without a trace. One moment there and the next she was gone. And despite the help of her creature friends (who nobody knew about), her self confidence wasn't exactly perfect. She had manged to come to last year's dance, and had been crowned Jungle Queen, but quickly hid in the duct work of the school after the dance was over, too nervous and jittery to stick around and talk with her friends. And for all anyone ever knew, she practically _lived _at Monster High, making her quarters somewhere deep in the catacombs where even Operetta couldn't find it.

At the moment however, the young monster was busy studying Frankenstrike. For some odd reason, he intrigued her. He would appear for a couple of days, and then vanish for almost a week before reappearing as if nothing had ever happened. Whats more, Spectra Vondergeist was always close by at one point or another. Then again, the two were roommates so to speak. She had quickly dismissed the idea that the two were dating and focused more on the subject to Frankenstrike's whereabouts. All she knew was that they were somehow connected to the constant appearances of other students and monsters, namely Clockwork, Ripjaws, Swampfire, and the occasional appearances of Heatblast and Bullfrag.

Also to add to the list were the five creatures Spectra had claimed to see in the catacombs that she posted on her blog; a large, red, four armed creature; an even bigger dinosaur; a faceless, mutant dog of some kind; a goo monster that could move on its own accord; and some kind of plant monster that for once wasn't linked to Venus. Another case to check out were the claims that Skelita Calaveras had actually met the four armed monster, along with some sort of mutant monkey. She had overheard that conversation only a week ago during lunch with Skelita and Jinafire. And then there was the mysterious blue blur that had tore through the Creepateria only minutes after Robecca's jump.

Screams of fright and yells of horror suddenly met her ears and she turned to look out of the vent to see monsters running in all directions, mostly away from a large, four legged beast that was chasing them. It had thick, orange fur with a patch of sharp quills on it's back between its massive shoulder blades. It had large front legs, and Jane quickly deduced that could also be used as makeshift hands at some point. The back legs were shorter than the front ones, giving the animal a stature similar to a hyena or giraffe. It had no tail, but the other end of the animal was what caught her attention. It's lower jaw jutted out, large canines sticking up over the lip. The creature had no visible eyes and had a row of gill-like slits on either side of its head. A thick, green color was around its neck. Jane quickly recognized the beast as one of the creature's from the catacombs. And it had a collar too!

Ben had no idea what had happened. One moment, he had been walking down an empty hallway, heading towards Dead Languages, when there was a sudden flash of green light. And then he saw the world in a whole new way; no longer did he see the world in great detail and color. All he could see were black shapes that surrounded hues of red, orange, green, yellow, and blue. For a moment, he was confused before he realized that the Omnitrix had transformed him into Wildmutt.

And then came the screams.

He had no idea who had found him, but their screams had quickly caught the attention of others, and soon the entire hallway was in chaos. Students were running like mad as teachers were trying calm them down, but failing miserably. Some of them yelled for Creature Control. Others merely yelled in fright as they dropped their books and papers. And then there were a few cries for some monster to find someone named Jane Boolittle. The name didn't exactly sound frightening to Ben, but with the way the student body was yelling, she must have been good at what she did. And whatever she did, Ben did not want to find out, which was why he was currently running down the hall, chasing students on his way to the safety of the catacombs. He suddenly felt a silky touch and whisper and turned to see a black outline with an incredibly light blue center. That could have only been Spectra. She didn't say anything, but merely pointed with a finger towards the left, away from the catacombs for some odd reason. Ben didn't argue and barreled down said hallway, following Spectra. He hung a sharp right, running up the wall a little before gravity took affect and brought him back down.

A gaggle of frightened students suddenly appeared in front of them. Wildmutt let out a hoarse roar and the mob of students quickly cleared, running the opposite direction. He heard a sudden snorting sound and turned to see a large, red and orange shape racing towards him. From the angered snorting and heavy thudding sound, Wildmutt quickly concluded that it was Manny Taur, coming to the rescue. A loud roar, and a quick swipe of his claws, and Manny was racing in the opposite direction, scared out of his pants (not literally) and without a shirt. Wildmutt discarded the rags that were stuck to his claws and resumed his mad chase after Spectra. After a few more minutes of running and terrorizing the school, the young spirit came to a stop at a large air vent, just big enough for a Vulpimancer to squeeze through. Wildmutt quickly tore the covering of the vent off and ducked inside, Spectra following him and pulling the vent back in place as a group of Creature Control officers came running by, carrying nets and tranquilizer guns. The pair sighed with relief, Spectra pointing behind them. Wildmutt nodded and followed the ghost through the network of large ducts, taking lefts and turns, all of which were slanted downwards, towards the safety of the catacombs.

Eventually they came to another vent opening. Spectra moved aside, part of her going through the duct as Wildmutt punched the vent covering off with a half made fist. The pair tumbled out of the vent and onto the cold, stone floor in a sort of chamber, much smaller than the one Skelita had been in. It was easily the size of a classroom, with a large dog house that resembled a large, haunted mansion. Several mazes of ramps, walkways, and stairs just the right size for small animals snaked their way around the room, with several bird perches hanging from the ceilings. A large section of the wall had been replaced with glass to make an aquarium. Wildmutt instantly recognized Whatzit and Neptuna among the small group of creatures that had gathered at their feet (those that could anyway). Aside from them was a cat, dust bunny, horned owl, two tailed rat, jewel covered snake, bow wearing bat, and small woolly mammoth. The creatures started barking, meowing, and hissing amongst themselves as Spectra and Wildmutt shared a look until a shrill whistle broke the chattering. Everyone turned to see a girl about as tall as Spectra with violet colored skin and wave of indigo and pink hair tied back into a ponytail. She wore faux feathers on her shoulders and a dark, pink shirt over a purple tank top. She wore a short, black skirt and two ankle bracelets that ran the length of her legs, one resembling a snake and other simply just a band with feathers. She smiled warmly and waved the two over as the other creatures gathered around her.

Wildmutt padded up to her, his lips curled back to show his teeth. The girl simply smiled and closed her eyes for a moment before speaking. "Hello. My name is Jane Boolittle. Yours?" she asked. Wildmutt snarled. What did she take him for, a fool? Everyone knew that animals couldn't speak, which included Vulpimancer's for the most part.

"_Wildmutt. As if you understand anything I'm saying."_

"Well, you don't have to be so rude about it." the girl was said.

The Vulpimancer did a double take as Spectra laughed and fell to the floor, laughing hysterically. They ignored her. _"You can understand me?" _Wildmutt growled. To anyone who was watching would have just heard a series of snarls and bellows. Jane nodded her head just before Wildmutt gave her a happy lick upside her head, Jane laughing as she wiped the slobber off her face enough. "Alright, alright, enough. I'm sure you are quite confused. And as no one but us knows about this little place, we might as well get to know each other." Jane said. "I would like to ask some questions, if you don't mind."

"_Sure. Go ahead." _said Wildmutt.

"Have you ever met someone named Frankenstrike?"

Wildmutt stopped cold. As soon as anyone asked that question, it usually meant that they were onto him. Was he really becoming that careless in hiding his identity? _Guess being world famous has made me lazy,_ he thought. With a heavy sigh, he slapped the Omnitrix face on his collar and watched as Jane's friendly face turned from one of kindness to one of complete shock and almost horror as the transformation was reversed to return Wildmutt back into Ben Tennyson. After a few seconds, the green light died down, and Ben stood out there in the open. "There. All questions answered?" he asked.

Jane didn't respond. Her eyes were wide open as she stared at him, a look of shock and fear on her face as she reached with a shaky hand for her journal. Ben saw what she was doing and grabbed the leather book and pen, handing it to her without breaking eye contact. All the creatures were hiding behind Jane in a fearful manner. It was almost fifteen minutes before Jane said anything close to words.

"What are you?" she asked with a shaky voice.

"I'm just a Normie kid with a fancy watch," Ben said, holding up his wrist to show Jane the Omnitrix. "My name's Ben by the way." he added, taking her jittery hand and shaking it. Jane inhaled a deep breath before becoming calm once more. "Sorry," she apologized with a nervous smile. "I'm not too good around other people." she admitted. Ben grinned and sat down in front of her. "So, how much do you know?" he asked as Whatzit cautiously crawled out from behind Jane and sniffed him curiously. The animal then began happily licking his hand before Ben scratched him behind the ears.

"Well, based on what I just say, I'd say I know a lot. You have been posing as new students at Monster High to hide your identity from the student body. And since Spectra here is not freaking out like I did earlier," said Jane, nodding to the ghost that was floating next to her. "I'd say you have revealed your secret to her, as well as several other students in the school." she said, writing it all down in her journal next to an incredibly life-like sketch of Frankenstrike. Ben nodded. "Yep. You're good." he said. "Are you a detective?" he asked. Jane shook her head. "No, I just like observing creatures in their natural habitats, as well as it may seem, young teenagers with 'fancy watches'" she explained. "May I see another demonstration, if you please?" she asked kindly.

Ben grinned and stood up. He then turned on the Omnitrix and held out his wrist to Jane, who looked at him with confusion. "Um, aren't you going to do it?" she asked timidly. Ben shook his head. "I figured you might want to try." he said, inching his wrist closer. "Just hold down on the watch face until you get the alien you want. Then tap it and slap the activation button." he instructed. Jane nodded and timidly put a finger on the watch face, watching as the bright green hologram scrolled past images of different aliens of all shapes and sizes. Her eyes lit up when she scrolled past one whose face resembled a cat. "How about this one then? She asked, tapping the image. Ben had gotten a brief look at what she selected. "No! Not that one!" he yelled too late; Jane had already tentatively pressed the activation button, guaranteeing a correct transformation.

"Oh, no." Ben squeaked as the green light encased him and the Omnitrix worked its magic.

Ben's arms swelled as his veins popped out, alien blood coursing through them as muscles piled themselves on top of each other. His legs became muscled as he stretched upward, growing taller and taller until he was a good four feet taller than Jane or Spectra. Fur began to sprout all over his body, turning white on his chest, gut, hands, and feet, turning orange everywhere else. A few black stripes stretched across his broad back and shoulder, a handful of whiskers sprouting on his face. His eyebrows turned black and became longer as they grew up and off his head. His jaw jutted out as his teeth became sharper. His hands became larger and muscled as a single, black claw grew out of his wrist, completing the transformation as Rath roared, the sound echoing through the chamber and sending the creatures scattering.

"Lemme tell ya somethin' Jane Boolittle, adoptive daughter of Dr. Boolittle and personal friend to all creatures great and small! Rath will not sit down here and wait for Creature Control to go away! Rath is gonna smash their faces in!" Rath roared in Jane's face, blowing back her hair and cheeks from the force of his yelling. With a battle cry, Rath smashed through a solid rock wall and turned to the left, yelling the whole way. Spectra and Jane just stood there a few moments, stunned. "Should we go after him?" Spectra asked, digging out her precious iCoffin.

"I should think so. Sphinx knows what would happen if he got into the school." Jane said getting up from her chair and giving chase after Rath, Spectra and her creature friends following closely behind. They expected to madly chase the sound of his yelling through the tunnels for hours, twisting and turning down passageways until they found the Appoplexian. Instead, they quickly caught up to him at a crossroads, Rath yelling at the top of his lungs about not being good at making decisions. "Interesting. I guess the old saying "brain over brawn" is true," Jane noted as they came upon him. "Ben appears to not be very bright when in his current form, in comparison to his great strength." She hesitantly walked up to the enraged Appoplexian and put a cautious hand on his arm. Rath stopped yelling and whirled around to face Jane, a growling escaping his teeth. "What do you want Jane Boolittle, adoptive daughter of Dr. Boolittle and personal friend all creatures great and small!?" he yelled. Jane made a mental side note that Ben would always speak in the third person in his current form, as well as always yell the full title of whomever he was talking to.

"Um, Ben? Rath? Whoever, do you think we could calmly talk this out?" she asked kindly. Rath growled and grabbed her by the head, lifting her up to eye level as she squeaked with fright. "Lemme tell ya somethin' Jane Boolittle! Rath does not talk things out calmly with anyone, especially with the likes of you!" he roared "RATH WANTS TO SMASH SOME FACES IN!" he bellowed, drawing back his arm and throwing Jane down the tunnel. The girl screamed and hit the stone wall hard, sliding down to the floor, dazed. She blinked and shook her head and caught one look of Rath's enraged face. She sniffed and burst into tears, running back towards the chamber. The creatures all glared at Rath and ran after her.

"What? What did Rath do!?" he asked. Spectra rolled her eyes and sighed. "It's simple math, Ben."

"Rath's not good at math!"

"Look, my point is is that you hurt her feelings." Spectra said. "You deliberately hurt her, both mentally and physically."

Rath pouted. "Aw, Rath's not good at apologizing." he huffed. Spectra glared at him. "But Rath will try." he added. Spectra nodded with approval and led the large Appoplexian down the tunnel. They soon returned to the chamber where Jane was crying in the corner, the small owl and Whatzit comforting her as the other creatures surrounded them, growling and hissing at them, mostly Rath. "Easy guys. Rath's here to apologize." Spectra explained as a familiar beeping sound filled the chamber and a green light washed over Rath.

"Er, scratch that. Ben's here to apologize." Spectra corrected herself as Ben stepped forward, wincing as the cat scratched at his leg with an angry hiss. The rest of the creatures let him walk by, though they seemed more than ready to attack him if he so much as hurt their friend again. Ben cleared his throat. "Hey, um, Jane?" he asked with a nervous voice. Jane sniffed and turned to look at him, tear lines down her violet cheeks and her eyes tinted red from crying.

"What?" she sniffed again.

"Look, I'm sorry for what happened back there," Ben apologized sheepishly. "Rath doesn't always know what he's says or means. Sometimes he's a real softy if ya give him a chance."

"You do realize you are talking about yourself in the third person, right?" Jane asked with the ghost of a smile on her face. Ben smiled and helped her up. "Yeah, Rath kinda does that." he said sheepishly. "Look, if there's anyway I can make this up to you . . ." he said, letting the sentence trail off. Jane smiled as the snake slithered up her arm and the owl landed on her shoulder. "Well, if you could do this one small favor for me." she said with a nervous smile. She leaned in and whispered into Ben's ear, his face going from a listening one to one of surprise, and then one of acceptance. "Uh, okay. I think I can do that." he said. "Do you want to see anymore of my transformations while we're at it? I mean, we got a while to wait." he said, pointing upwards where the faint yells of Creature Control sounded off.

"I would like that very much." Jane replied with a smile. "But this time, perhaps you should pick the transformations."

* * *

Zs'Skayr was in a happy mood, more than he had been in a long while. He had been wandering the halls of Monster High, searching for pieces of Dr. Viktor's device, as well as keeping tabs on Tennyson. So when he had found Tennyson in his Transylian form, he couldn't resist the chance to humiliate and make things more difficult for him; he had silently flown up to his Omnitrix, invisible, and slapped the watch face, turning him into a hideous Vulpimancer. Zs'Skayr grinned; a fitting form for the nuisance that had managed to be a giant thorn in his side for many years.

His lackey, Kuphulu was elsewhere in the school, searching for the materials needed for Viktor's machine. What the weapon actually, Zs'Skayr didn't exactly know, but it had something to do with recombinant DNA and gene scrambling from what he could tell from Viktor's complicated blueprints. While he understood some of the scribbling, Viktor was still the brains of the operation. That didn't mean however, that Zs'Skayr was a weakling. He could easily posses any of his henchmen should they rise against him; that's what made him dangerous. Unfortunately, his last scheme had gone wrong due to a combination of ungrateful lackey's, a greedy partner, and the feats of Ben Tennyson and his band of lucky buffoons. Zs'Skayr cursed under his breath and flew off from the school's grounds towards the shelter of the woods where he had located his hideout.

* * *

The night of the Halloween Dance.

The entire school had made a turn out, gathering in a large chamber in the catacombs to dance and boogie the night away. Holt Hyde, as always, was at his turn tables, dishing out the tunes for the night and getting paid 5.50 an hour. He howled as the music thumped through the speakers and out into the decorated room as the student body started to dance. Holographic ghosts moaned and swooped through the air amongst the real phantoms and spirits. Purple and orange streamers hung from the ceiling as a disco ball spun overhead, showering the chamber in blues, greens, pinks, and purples.

"Oh, where is he?" Frankie said with a nervous voice. "You don't think he ditched me, do you?" she asked her decked out ghoulfriends. The young cadaver had her black and white striped hair pulled back into a long ponytail, her bolts gleaming in the low light. She wore a large blue and black plaid skirt with three layers ending in thin netting that showed off her mint colored legs. She wore large blue and black pumps that made her at least half a foot taller than any of her friends, making her somewhat of a giant. Clawdeen rolled her eyes as she adjusted her purple and gold dress. She wore large gold colored heels and a purple dress with gold, leopard prints on it and ringed with black fur at the shoulders. "Frankie, you're overreacting. Frankenstrike's a nice guy; he's not going to ditch you on the biggest night of the year." she reassured her friend.

Just then, Frankenstrike entered the room, dressed in an incredibly large black tuxedo with green trim. His hair was smoothed down and greased back as he lumbered down the twin staircases leading to the dance floor. Frankie was about to head over to when she noticed a much smaller figure hanging off his right arm, walking down the staircase with him. Frankie gasped when she saw that it was Jane Boolittle dressed in a single red, fern printed dress laden with jungle designs. The two monsters walked down the staircase and walked over to the ghouls, Frankie trying to hide her obvious hurt and jealousy. Hey, ghouls! Some party, huh?" Frankenstrike asked in his jolly voice that Frankie had come to love.

"What are you doing with Frankie's date, Jane?" Cleo asked suddenly, jabbing a finger forward. The mummy's steely gaze could have turned Jane to ice, it was so cold. Jane shook it off. "Hey, hey, no need for that stuff, dudette." Frankenstrike said, shooing Cleo off as the mummy gave him one of her angry glares. "I'm just escorting Jane to the dance," he explained to Frankie. "That okay with you?"

Frankie nodded and smiled, thinking about how ridiculous she had been; there was no way Frankenstrike would keep secrets from her. She walked over to the pair, hugging Jane and then taking Frankenstrike's arm. "You clean up nice," she laughed. "And I'm glad you finally decided to wear a shirt." she added as she hugged him. "What, jealous the ghouls will be all over me?" Frankenstrike joked, drawing a worried smile out of his date. "You know what? Forget I ever said that. Lets just dance, okay?" he said. Frankie vigorously nodded, practically dragging Frankenstrike out onto the floor as the music picked up, monsters swarming all over the dance floor as their favorite songs played, among them none other than _Witching Hour _by Casta Fierce.

The ghouls and student body danced the night away; Cleo De Nile and Deuce Gorgon danced the Egyptian in unison as Clawd and Draculaura did the Vampire Shuffle (Draculaura naturally dancing on the ceiling and for once, being taller than her boyfriend). Ghoulia and her date Slow Mo danced the Zombie Shake while Lagoona and Gil rocked the Sea Monster Shimmy. Frankie taught Frankenstrike, who had no idea how to dance in the first place and was as clumsy as a greased pig on roller skates, how to do the Cadaver Slide. Frankenstrike was having more fun than he had ever had in his life, only slightly more so than his first few times with the Omnitrix. He had only just realized how beautiful Frankie looked, the way her mismatched eyes lit up when she was around him, how she always seemed to be in a happy, bubbly mood.

"Ben, aren't you forgetting something?" a high, ghostly voice whispered into his ear. Frankenstrike yelped and startled to see Spectra, dressed in lavender, purple, and black party clothes hovering next to him, a mischievous smile on her lips. "Sorry to interrupt, Frankie," Spectra said. "But I need to borrow your date for a moment." she said. "And don't worry, I won't try anything funny." she reassured her when a worried expression crossed her face. Before Frankie could do anything, Spectra yanked the muscular monster away and up the staircase, out the doorway.

"What is it, Spectra?" Frankenstrike asked as she closed the door behind them. A dripping sound echoed through the cold, hollow tunnels of the catacombs, the dull thumping of the music bouncing off the walls. "I'm pretty sure you remember also saying "yes" to a certain plant monster, correct?" she asked, folding her arms over her chest as she hovered in front of him. "She's waiting for you, or shall I say _Swampfire, _at the main entrance to the school." Frankenstrike groaned and smacked himself; he had completely forgotten about Venus. He had been having too much fun with Frankie to remember. "Okay, okay. Just make sure Frankie doesn't coming looking for me while I entertain Venus for a while." he instructed her. Spectra sighed, but nodded as Frankenstrike jogged down the hall, towards the surface.

A couple minutes later, he skidded to a stop at the exit to the catacombs. He cracked the door open, a thin stream of light creeping into the dark recesses of the catacombs. Sighing with relief, he shrugged off his tuxedo, letting it fall to the stone floor. He quickly slapped the Omnitrix symbol on his right pectoral and let the green light wash over him, changing his form into that of a Methanosian. Swampfire quickly slipped on the tuxedo, thanking his lucky stars that Frankenstrike and Swampfire were the same size, and crept out of the catacombs. He quickly ran down the dark halls towards the rear exit, jumping over the schools back wall and running around to the front, rushing through the gate before skidding to a stop and trying to look the opposite of tired. It was however, impossible to even try when he caught a glimpse of a fretful Venus waiting on the school's front steps.

The young plant monster was dressed in a long, black, flowing ball gown with dark, pink thorn-like patterns looping their way around her. Her long, pink and green hair was pulled back into an even longer ponytail with a silver tiara with leaf designs just above her brow. Her eyes glanced at him and widened, her face turning a light shade of red as he strolled up to her, a smile on his face. "Evening, Gorgeous." he said, taking her hand and giving it a light kiss. Venus giggled and blushed like a little girl, normally not used to be given such compliments. She was used to people either yelling at her to shut up about the environment, or slamming doors in her face when handing out fliers for a neighborhood pick up, only sea monsters, plant creatures, and a few zombies among the few that even showed up to help.

"Shall we?" Swampfire asked, gesturing with his arm to the door. Venus nodded and took his muscled arm in hers, walking through the large doors of the school and towards the one that led to the catacombs. They walked the route of the tunnels, marked clearly by glowing skulls with signs in their grinning jaws. Eventually, the pair found their way to the marked doors, lights flashing under the doors frame. Venus paused, holding Swampfire back for a sec. "I like to make a flashy entrance," she said with a toothy smile. "Can you lend me a hand?" Swampfire grinned and grabbed a handful of seeds from one of the large thorns from his shoulders and threw it on the ground. The seeds sprouted into monstrous plants, growing large, bulbous hands and long, vine-like claws. Moments later, four large pumpkin monsters stood before them, awaiting orders. "You have your orders." said Swampfire, putting on his best sergeants voice. The pumpkins saluted as Venus giggled; the creatures then marched to the door, two of them flinging it open and the other two entering on either side it, letting out a loud, screeching howl, announcing their presence as every head in the room turned to look at them, the music screeching to a stop.

Venus took Swampfire's arm as he led her down the staircase, everyone watching them as the pumpkin soldiers closed the doors behind them and standing like guards on either side of the entrance. Cleo, was practically seething with rage at the thought of being outdone with her entrance to the party. "DJ, if you please?" Swampfire asked when they reached the bottom of the stairs. Holt flashed him a thumbs up and mischievous grin, switching off the records and sitting back as the music played; this song didn't require his usual jazzing. It was a slow dance after all.

Swampfire took Venus's hand and looped his arm around her waist, Venus wrapping her thin arms around Swampfire's broad back. The song began, and the two plant creatures twirled and moved around the dance floor as other couples joined in. Venus smiled and rested her head on Swampfire's chest as the music played, nice and steady with the occasional ghost's moan sounding off with the rhythm. Jane watched the two dance, satisfied that one of her few friends was having the night of his life. Frankie sat glumly next to her, watching the two move about the chamber. "At least they're having fun," she sighed. "I wish Frankenstrike were here."

"I'm sure he'll be back soon," Jane reassured her.

_Sooner than you think, _she thought to herself.

* * *

"Where is that stupid music coming from?" Charmcaster growled as she was awoken from her sleep. She shoved the towels off of her and grabbed her trusty mouthed pouch, slipping on her original clothes and stashing the ones she had stolen back in the closet. Without even bothering to look around, she marched out of the abandoned janitor's closet and began to look around the school for the sound. She wandered the halls, more than once coming close to being noticed by a janitor or a pair of overdressed monsters. She finally found her way to a short set of stairs leading to a low door. She pressed her ear to the door and heard a low, rhythmic beat on the other side. She clicked open the door and crept down the long, spiral staircase down to the main floor of the catacombs, tiptoeing through the passageways and tunnels as she followed the sound. After what she guessed and assumed to be hours, she sighed with frustration. She had noticed a few skulls with arrows in their mouths, but she had ignored them; now she was wishing she had payed attention to them. She sighed heavily and slid down a slick wall, sitting on the floor as she rested. A cloud of bats swooped over her head and down a high passageway, a dim light coming from it. She followed the lights and sounds and found herself at a pair of large, stone doors. With all her might, she pushed one open a crack and shielded her eyes as light washed out into the passageway. She could hundreds of monsters crowded into the room, dancing the night away as the music boomed through the speakers.

She glanced her eyes on either side of the doorway and nearly gasped when she saw four Mutant Pumpkins guarding the entrance, their hollow, yellow eyes on the dance floor as she slightly swayed from side to side with the beat. Charmcaster grinned and moved out into the hallway. She quietly recited a spell under her breath and flicked a finger down the tunnel, a small explosion sounding off. The stone doors rumbled open, and the four pumpkin creatures stalked out into the hallway to investigate the noise. Smirking, Charmcaster slipped into the party, unnoticed, sealing the doors behind her with another spell, just in case they came back in before she was done looking around. She glanced up and nearly screamed in fright when she saw almost a dozen ghosts dressed to impress dancing and flying around near the ceiling amongst the cobwebs, the occasional harpy or dragon joining them. Mummies and werewolves, vampires and sea monsters moved about the floor in time to the quick and fast paced music that rocked through the speakers. A table was set of to the side, lined with treats and drinks of all types to accommodate the different types of monsters. On the edges of the room were those students who were exhausted from dancing and taking a break, were too shy to dance, or just didn't want to dance all together; a few of them looked disappointed, namely a girl with green skin and wild hair who sat in between a tired werewolf and violet colored girl. And then she saw it. Or him.

Dancing in the center of it all, in the middle of a tight ring of monsters, was a hulking creature that she had only seen a couple times; he was large, extremely muscled, and had two large conductors sprouting from his back. She knew it was him as soon as she saw the green in his eyes; Ben Tennyson. He was doing a wild break dance to the howling music as the monsters around him egged him. What seemed to be a smaller and more feminine version of him was off to the side, cheering him on with a wide grin on his face. She gritted her teeth and stop herself from doing something she would later come to regret. She calmly sucked in a deep breath to calm herself down before reciting another spell, watching as she suddenly became invisible to those around her. And just in time to. After more than a couple minutes of pounding on the door, their screeching howls being drowned out by the music, the Mutant Pumpkins entered the room again, taking their positions on either side of the door once more. She mentally kicked herself for nearly losing control. _Wait for the right moment, Hope. Wait for the right moment, _she thought.

* * *

Over the next couple of hours, Ben tirelessly switched between his dates, always dashing out of the room claiming he had forgot something or that he needed to use the bathroom to hide his transformations. He was sure that his dates, Frankie and Venus, were getting more than suspicious, and from the warning stares Skelita, Lagoona, Jane, and Ghoulia were giving him, his suspicions were correct. Spectra, was no where to be found, most likely hanging out with a few of her ghost friends near the ceiling. He had just rushed back from another transformation, changing back into Frankenstrike, before exhaustion overcame him. He asked Frankie for a break and staggered over to the concession table, grabbing the punch bowl and downing the entire thing in one gulp as some of the guys stood there wide eyed, clearly impressed. One of them, Heath if Frankenstrike remembered correctly, was so impressed he tried to copy him to impress a tall, cold girl wearing a shining dress that looked like ice. To put a long story short, Heath had managed to soak himself to the bone and get Frankenstrike wet in the process. Not having a replacement, Frankenstrike was forced to tear off the top half of his suit, clearly upseting a few guys when their dates wouldn't stop staring at him. He gave an apologetic look and went to sit down on one of the chairs lining the walls. A few moments later, Hoodude came up to him, Robecca on his arm.

"Hey, man! That was some wild dancing out there!" the voodoo doll cheered. For the sake of everyone at the dance, Headmistress Bloodgood had asked Hoodude to not rent or borrow a suit from anyone and to stay away from the concession table and DJ stand. Hoodude was still more than happy, especially when Robecca, had asked him to the dance. Frankenstrike could clearly tell something was bothering the young automaton. "Something wrong, Robecca?" he asked, his voice rumbling as he talked. Robecca sighed as she sat down next to him, Hoodude sitting on the other side of him so that they were juxtaposed to him. "I know this may sound a little sappy or impolite, but I was really hoping to go to the dance with Clockwork. I guess he's grown on me, the little golem." she sighed, staring dreamily off into space. "Still, I guess I had a fun time without him here. That time when Hoodude fell into the punchbowl was smashing." she giggled as Hoodude whistled nervously. Frankenstrike chuckled and ruffled the voodoo doll's hair. "You're a good man, Hoodude. Don't let anyone tell ya different." he said. Hoodude smiled and bounced from his seat as another slow dance came on. He took Robecca's arm and led her out onto the dance floor, only tripping twice on the way there without injuring anyone.

Frankenstrike watched them go, feeling a little sorry for Robecca. He knew that she was a nice, clever girl with a heart of pure gold under that hard, metal exterior. She truly deserved to dance with the one she loved, even if it might be for the last time. He was about to go up and leave when Frankie stepped in front of him, cutting him off from the exit. "Where you going?" she asked, a worried look on her face. "I have to do something quick." he answered, pushing her gently aside. He heard the fast clopping of Frankie's heels as he walked along. "What is it? Will it take long?" she asked with distress. Frankenstrike shook his head. "Naw, it only take a couple minutes. I'll be back before ya know it. I just have to take care of something for a friend," he told her, walking up the stairs and exiting through the doors, leaving Frankie was a sad expression. The young cadaver sighed with misery and walked over to the side and plunked herself down in a chair next to Venus, who looked equally disappointed. "Date not back yet?" Frankie asked her. Venus sighed and shook her head. "He's been gone a long time. And he promised to be back soon." she confessed.

"Frankenstrike just left," Frankie added. "Said he had some quick business to attend to." Venus was about to add in when the doors to the chamber banged open and a large, metal Goliath lumbered into the room. He wore a stretched out pair of black pants, with the top half of him exposed, showing his green interior as gears clacked and turned inside him. He had in upturned smile on his face as he walked down the stairs, a cry of joy coming from the crowd of the student body as Robecca shot over to him, pouncing on him and sending him to the ground. Hoodude wasn't far behind her, curious as to way his date had just left him in the middle of a slow dance.

"Clockwork! You made it!" Robecca cried happily, hugging the Chronosapien close as he climbed to his feet and set her on the ground. "Was there any doubt I would?" he joked as Hoodude caught up to them, a look of surprise of his face. "If I may have just one dance with her?" Clockwork asked him, a pleading look on Robecca's face. Hoodude jerked his head up and join, a goofy smile on his face as he gestured to the dance floor. "But all means, go right ahead!" he said cheerfully. Clockwork smiled and led Robecca out onto the dance floor, taking her hand and wrapping his arm around her waist as they moved along. "Do you waltz?" Robecca asked.

"Not very well." Clockwork admitted.

"Then I'll lead." Robecca grinned, pulling the lumbering, metal giant along as the music soared and they stepped in time to the rhythm, Clockwork's heavy footsteps only being slightly drowned out by the music. Robecca was in heaven; she was dancing with the love of her life and had danced half of the night away with a very good friend of hers who was more than willing to make her happy. She felt like the luckiest girl (monster? Robot? Creature?) in the world when she leaned into his metal chest and he gave her a light kiss from his still mouth. Robecca sighed, and the two stood still as the music ended. "How did I do?" Clockwork asked her.

"Simply smashing." she laughed, hugging him again.

"That's good. Unfortunately, I must leave. I shall return someday, my Metallic Sweet." he told her as he kissed her one last time and clambered up the stone staircase to the exit, waving good bye before walking between the four pumpkin guards. He lumbered down the hallway a little before slapping the Omntrix symbol on his see through plating, changing him into Frankenstrike. He was hoping to change into Swampfire and please Venus one more time before he left, but the Omnitrix apparently had ideas of its own. Frankenstrike sighed and rested against the cold wall of the catacombs; he didn't know how much longer he could keep the charade up. Eventually, Venus or Frankie would figure it out, and all of heck would break loose. But he would cross that bridge when he got there. Now, he had to dance one more time with Frankie before calling it a night. Recomposing himself, he walked back into the party and towards a happy Frankie, unaware of a pair of invisible eyes that traced his every movement.

_Well, well, what do we have here?_ Charmcaster thought to herself as another slow song began, the second to last one for the night, and Frankenstrike pulled Frankie out onto the floor to dance with her, just simply rocking back and forth as the music played. _Two love birds dancing on the floor, and another on the side lines? Not cool, Tennyson. Not cool._ she thought with a mischievous tone. She would wait for the song to end before striking. And then he would pay. Oh, yes, he would pay for the final time.

* * *

Frankie was having the time of her life; the entire dance had led up to this very moment. She had loved just dancing along with Frankenstrike, watching him entertain the masses with his killer moves. Sure, she had been a little miffed and disappointed at his constant disappearances, but those were easily overlooked as the slow, soothing music played. She glanced over at her ghoul friends, watching as they danced with their dates. She caught a glance of Holt, who was sitting back in a chair behind the turn tables. He through her a thumbs up, and she cracked another smile; her face was beginning to hurt. "Oh, Frankenstrike," she sighed, resting her head against his exposed chest. She was surprised it was surprisingly hard like a rock, and yet soft and smooth, save for the long scar that raced across his chest from the strange circular device in it. Now that she was close enough, she could see it actually protruded a bit out of him, the simple black and green design seeming to call out to her to touch it, to press it like a button. She ignored the thought and returned to gaze upward at Frankenstrike who was holding her tight. A mischievous idea occurred to her, and with a quick jump of her heels, she bounced up and pecked Frankenstrike on the cheek, blushing as he froze.

"Did you just . . . ?" he asked, surprised.

She nodded, nearly yelping in fright as Frankenstrike yanked her upwards to crash his lips against hers in a large kiss. Her eyes widened before she relaxed into the kiss, the nervous butterflies that fluttered around in her tummy vanishing with ease. She didn't know which way was up or down, she felt so good, as if everything that had beat her down in the past or currently bothering her had vanished in that simple kiss. "Wow." was all she could say as a dreamy look crossed her face.

"Best night ever." Frankenstrike sighed. He caught a look at Draculaura and friends, most which were trying desperately to contain their excitement for their friend. "I love you, Frankie." he said, pulling her close. Frankie couldn't have been happier, or more red in her life. "I love you, too." she sighed.

"**Eterla Morbulous!"**

Everyone turned to see none other than Charmcaster standing boldly on the railing of the balcony overlooking the dance floor. The pumpkin guards were on the floor, most likely dead. Holt slapped his hands on the record table, the music coming to a literal screeching stop. Before anyone could react she lashed out her hand, a purple burst of swirling energy rushing out and aimed at Frankenstrike. The blast him straight in the chest, knocking him to the floor with a loud crash. He jolted and thrashed about for minute before a loud beeping sound filled the room, amongst the gasps of surprise and fright. Frankenstrike sucked in a deep breath as a blinding, green light filled the room. After a couple minutes, the light died, returning the room to its former lighting of the torches. Everyone blinked and rubbed their eyes, when suddenly someone screamed. No one knew who it was, they were all to busy staring at the figure that lay on the floor, dazed.

"Frankenstrike! Where are you?" Frankie frantically cried out as Ben groaned and sat up, rubbing his sore head. "Someone call my name?" he moaned absentmindedly, unaware of what he said until he realized all eyes were on him. "Uh, did I just say that out loud?" he asked quietly. Frankie right now, was hyperventilating with shock and worry, clutching her chest as she heaved in and out. "Easy, Frankie, easy!" Ben said, reaching with a hand. A low growl came his left and he turned to see Clawdeen growling at him, her teeth and claws exposed, daring him to touch her friend. Draculaura was hugging Clawd tight as her boyfriend watched him with a cold stare. Deuce's snakes writhed and hissed angrily, his hands on his sunglasses, prepared to tear them away and stone him. Ben quickly decided to back away.

"Who-who-who are you?" Frankie asked with shaky voice after a couple minutes. Ben opened his mouth and then closed it again, his mind racing along at a million miles per hour. He had been living a lie. He had been lying right through his teeth ever since he had set foot into this dimension, and it had just come to bite him back in the butt with the sharpest fangs available. Ben sighed heavily. It was time to let it all out.

"My name is Ben Tennyson," he began slowly. "I also go by . . . . Bullfrag, Ripjaws, Clockwork, Swampfire, or . . . . . Frankenstrike." he finished, feeling like everything he had said was made of lead and concrete. Everyone gave a collective gasp, though some, like Cleo, were still skeptic. "Prove it." she said with a steely gaze. Ben sighed again and pinched his brow. "Fine, fine." he grumbled before holding up his wrist for the crowd to see. "This device, called the Omnitrix, allows me to turn into aliens. And yes, I said aliens." he added when he saw some eye rolls. With great reluctance, he activated the watch and aimlessly scrolled through the listings, slapping down on the watch face as his few friends watched with wide eyes of fear and pity.

A green light washed over him as the Omnitrix changed his DNA on the molecular scale. The changes began as his skin turned icy blue, thick scales forming on his molding skin. His back swelled and hardened into a thick, hard, black shell. Four, large, blue dorsal fins sprouted from his back with a sickening sound as his face bulged outwards, black stripes forming around his eyes as pointed teeth began to line his jaws. His wrists swelled as four claws formed, chest plating appearing on his belly. The room temperature seemed to get lower as a icy vapor escaped from his nostrils, the Omnitrix appearing on his chest, completing the transformation.

"Behold, Articguana." he said sadly. And before anyone could say anything, Articguana tilted his head upward and let out a blast of icy breath, ice instantly forming around the disco ball hung from the ceiling. Everyone stood there wide eye as the Omnitrix timed out, reverting Ben back to his normal form. "And that's all there is to know." he said, ashamed. He looked up to see mixed expressions on all the looks of the crowd; looks of fright, looks of pity, looks of rage, even looks of excitement. That last one was only briefly seen on Spectra's face as she appeared from a wall, her iCoffin for once not in her hand as she watched the whole thing unfold. He returned his gaze to Frankie, only to find her gone. He heard hollow clopping sounds, followed by the loud slam of a stone door. He turned to see Venus glaring at him with hatred and sorrow as tears trickled down her face. Robecca was no where to be seen, though a clue to her whereabouts was a thin trail of oil drops on the floor.

"Frankie, wait!" he called when he suddenly felt a cool, wet touch on his shoulder. He turned to see Lagoona looking at him with wide, saddened eyes. "It won't do any good, mate." she said sadly, just before Gil pulled her back with an angered look on his face. Headmistress Bloodgood pushed her way through the crowd and walked up to Ben with stern, yet frightened eyes. "Mr. Tennyson? I'm afraid I'm going to have to ask you to leave school grounds." she told him. "And to never come in contact with any of our students ever again, or I will be forced to call the authorities on you."

"Yes, Headmistress." Ben said, bowing his head with shame before slowly walking out of the chamber and over the carcasses of the Mutant Pumpkins, Charmcaster having watched the whole thing unfold, grinning maliciously. "Best night ever." she said under her breath as Ben left the chamber behind.

* * *

With a heavy heart, Ben slowly walked the cold halls of the catacombs, the stone labyrinth seeming somehow more foreboding and merciless. He walked along, avoiding the hollow roars of the beasts of the catacombs and ignoring the clouds of bats on the ceiling and oozing goo on the floor. He eventually came to the exit, pushing it open with his head. The halls of the school looked darker and more hostile than he remembered. He heard a quite sobbing from the down the hall and walked towards it, coming upon a crying Frankie who had collapsed onto the floor in front of an open locker. He looked up to find it was her own, small stacks of books on the shelves and pictures on the back of the door. He looked closely to see pictures of her family and friends, before something caught his eyes. On the floor grasped tightly in Frankie's hands, was a picture of him and her, posing in front of the school. Small, pink hearts with little black bat wings were drawn around them. Ben sighed heavily, unable to see her this way.

"Why?" Frankie sobbed.

"What?"

"Why? Why did you lie to me?" Frankie asked, not looking at him. Her heart had been torn in half, the pieces ground into the finest dust and they burnt to a crisp to be blown away by the wind. She thought she had found love once more, and once more, it just wasn't meant to be. Ben sighed heavily before speaking. "I . . . . I wasn't sure how to tell you," he said softly. "I've heard how your friends felt about Normies, and thought I-"

"Just go." Frankie suddenly cut in. "Just, get out!" she sobbed. Ben stood there for a moment, unsure of what to do. He reached out to touch her, but the image of every monster in the dance chamber glaring at him shot through his mind. And the hurt and pained look on Frankie's face just made it worse. With another heavy sigh he turned to leave.

"I did love you." he said softly. "I hope you'll someday realize that."

Without another word, he left Frankie, walking to the main entrance of the school in complete silence. The thumping music from below and long since stopped, though nobody had emerged from the party ever since. Ben slowly walked the halls, memories of first few months coming back to him. As he passed Mr. Hack's room, the memory of Bullfrag came back; he remembered how he loved watching the sadistic teacher whimper like a baby as he rescued the frogs from dissection, Lagoona's happy smile on her face for the rest of the day. The Creepateria brought back another memory, the one where he had rescued Robecca from being a pile of pieces. He had loved how she felt so happy, having conquered her main goal in life and finding a comforting friend in one day. The large hole in the wall brought the memory of the Kraken back to him, how good it felt to have fight alongside friends. Those memories however, were just that; memories. He knew he would never be allowed back onto the school grounds, and he couldn't even talk to the few monsters he had made friends with or try to repair broken friendships after he left. It felt like the world was crumbling around him again, just like the time Gwen and Kevin had left town (only this time there was no criminal clown to make fun of him). It was just him, a boy and his watch left to pick up the shattered pieces of himself.

He pushed the door open and inhaled a breath of chilly, night air. The leaves of Autumn fluttered in the cool breeze, dancing across the ground like the many couples down below him. He felt a stab at his heart when he thought about and pushed it away. He needed to clear his head; he obviously didn't belong in a world where monsters and humans hated each other, and him caught between both worlds. He would surely be shunned from the Normie schools, just like he had from Monster High. Right now, he just needed time to think and get his head on straight. Ben trudged down the steps and slowly walked across the grounds, the ghosts of his memories dancing around him as he remembered his first day at Monster High. And now, less than a month after that, it was his last. He was nearing the gate, when he felt a weak hand on his shoulder. He turned to see Ghoulia looking up at him with her saddened puppy eyes. Behind her were Lagoona, Skelita, Hoodude, and Spectra, all looking at him with pity.

"Ben, mate, please, don't do this," Lagoona begged. How she had managed to get away from Gil was beyond Ben, but he soon discovered she managed to talk him into it; he was waiting on the school steps, glaring at him with disapproval. Ben shook his head. "I can't," he said sadly. "I need time to sort this all out. Besides, everyone hates me." Hoodude gasped. "C'mon, man! We don't hate you! You're the coolest guy I know! And I only knew you for a couple of days!" Ben sighed to Hoodude. "Hoodude, I just can't do it. I need to go." he said gloomily, taking the voodoo doll's hand and shaking it before turning to Lagoona. He open his mouth to say something, but the young sea monster beat him to it, pulling him into a hug. "Good luck, mate. Come back soon, you hear?" Ben nodded, putting a smile. He almost hated to remind her that he wasn't allowed back onto the school grounds. He turned to Ghoulia, who merely gave him one of her odd smiles. He then wrapped Skelita in a hug, pecking her on her bony cheek as her face turned red. Ben grinned before turning to Spectra, who looked uncomfortable.

"Thanks, Ben. For everything. I-" Spectra began before she felt his lips pressing against her own. After a couple seconds of surprise, she melted into the kiss. She had never experienced one before in her life, either when she was alive or not. Now she understood why all the ghouls obsessed over boys. They soon broke away, Spectra's face a bright red. "Thanks for being there for me, Spectra. I couldn't have made it this far without you." he said to the young ghost. "And I'll never forget you. Any of you." he said, walking a short distance away from the group, giving them one last forlorn look, before walking away from the school's gates, his heart shattered into a million pieces. The iron gates slammed shut behind, blown by a gust of wind, but it signaled he was never to return and that he wasn't wanted there.

And as he left, each of his friends felt a piece of their own hearts go with him.

**Whew! Longest chapter yet! Now, for all of those wondering, I just decided to keep the dance all monsters to make things more simple (plus, I never got a chance to see Ghouls Rule. Never had the time). Also, I have decided to make this a harem story, but there will be one ghoul who'll Ben love the most. And Hoodude is _not_ part of said harem (just for those of you who were wondering)!**

**And for you BenxSpectra fans out there . . . . . ARE YOU HAPPY NOW (Sorry. I have eaten too much candy, and now I'm all hyper! Woo-hoo!)!?**

**And now, onto the pressing matters. Quite a few of you have been asking for Ben to receive a pet at some point, just like most of the students at Monster High have. While Ben probably won't be getting a pet Godzilla anytime soon (sorry ZILLAFAN), I have little idea of what animal he should get. So, I've decided to leave it up to you guys! Please leave your votes and suggestions in the reviews below among your other suggestions and comments.**

**Happy Halloween!**


	10. Dino-mite

**Hello all you ghosts and ghouls! Another chapter out in just a couple of days! Man, I am _GOOD!_ Go ahead and applause, I will wait until you are finished.**

**Done? OKay, then!**

**Ben's secret has been revealed, and all but his close friends despise and hate his guts to no end. Charmcaster is ecstatic and can't wait to exercise her freedom! How long will the school last without Ben around? Find out!**

**As always, leave your comments below and PM me your suggestions! And if your idea doesn't make it into the story, feel free to make your own story! This website needs more Ben 10/Monster High anyways.**

**Enjoy!**

Viveka Stein rubbed and held her daughter as she cried into her shoulder. She herself, having been literally made for her husband, had never experienced a heart break, and didn't exactly know how to comfort Frankie; all she could do was hold her and tell her it would be all right while her husband set traps across the lawn and strung barbed hour over the wrought iron fence that surrounded the house. Whatzit, ever loyal, sat at her feet, whimpering and trying to comfort Frankie the best he could. "Sssh, ssssh. It's okay, Frankie." Viveka said, brushing her daughter's hair. Frankie sniffed and looked up at her mom with tears in her eyes. "Why?" she croaked.

Viveka sighed. "I don't know, Frankie. Having been made for your dad, I don't know what it feels like to be betrayed. I don't know what you're going through. All I can do is try my best." Frankie seemed somewhat satisfied with the answer and buried her head into her mom's shoulder. Moments later, Viktor came tromping into the living room, an anger and irritated look on his face and plunked himself down in his arm chair and sighed, rubbing his temples. "I warned you, dear. That boy was nothing but trouble." he said. A glare from his wife, and he let the subject drop. "The traps are set, the wires up, and I have camera all over the place. There's no way that Normie will make it onto the property. Unless your claims are true." he added. Viveka shot another look at her husband, and he quickly excused him from the room, heading down to his lab with Whatzit at his heels.

"Did he ever . . . .?" Frankie sniffed.

Viveka shook her head. "I don't know, dear. But if he felt as bad as you claim him to, I'm pretty sure he might be hurting as much as you are."

* * *

True to her word, Viveka was right. Ben felt absolutely horrible and down right cruddy, to put it lightly. He had quickly dashed back over to Spectra's place and gathered his few belongings before leaving; a black and green iCoffin he had bought with some of his wages from the Coffin Bean, some money, his hoodie and his wallet. He now shamefully walked down the lone street into town, a low fog creeping over his feet as he walked. With his head down and his white sweatshirt hoodie pulled over his head, he turned down an alley and walked until he came to the dead end. He sighed and hit his head against the wall, sighing. Not in the mood to transform, he jumped up and grabbed the lip of the wall, pulling himself up and standing up on the edge before steadily walking onto the low rooftop. He looked around and sighed when he saw all the other roofs were much to high to reached. He activated the Omnitirx and selected his alien before hitting the activation. The thrill of his transformations no longer gave him joy. They just seemed somewhat pointless.

His skin hardened into a thick exoskeleton, becoming jointed and plated as it turned green. His bones vanished as skull became pointed and even thicker than before. His teeth became sharp and his eyebrows became pointed as his eyes turned green and quick sighted. His legs bent backwards, a slightly painful process as a sort of webbing formed between the joints. His toes disappeared, three sharp claws taking their place, two in front, one in back. His two middle fingers disappeared, the ones left becoming sharp. He felt muscles packing themselves on top of each other in his legs as his body became divided into two sections, his butt expanding out into a slim thorax. A set of black and green overalls formed over his body as spines formed on the back of his arms and legs, completing the transformation. Without his usual flare, Crashhopper bounded off the building, soaring through sky before landing on the nearest roof top, a good two stories away. He continued his aimless bounding, his mind racing at a hundred miles per hour as he went.

He had finally lost it; he had gotten careless, more so than he had been. His heart ached not only for those he had left at Monster High, but those he had known back in his own universe. He missed Gwen and Kevin, Rook, Grandpa Max, his parents, Ester, even Mr. Baumann. He wondered what they were doing, if they were desperately scouring the universe for him. Was Bellwood in danger? Was there even a Bellwood to return to? _Could _he even return? He sighed and pushed the thoughts out of his mind as he landed on the ground in what appeared to be a basketball court. What _used _to be a basketball court. Or was it Casketball? He had no idea if he was in Monster or Normie part of town. The court was long since abandoned, the gate pad locked shut and buried under a large pile of junk. More piles were pushed up into the corners of the court, leaving the center mostly bare. The familiar beeping met Crashhopper's ears, but he didn't care when he was changed back. With another sigh of dismay, he activated the Omnitrix once more, the green light washing over him as he changed.

Deep orange fur sprouted all over his body, as if a bomb filled with hair suddenly exploded inside of him. His lower jaw jutted out as his teeth became sharp and menacing. The wave of fur raced over his face, covering his eyes as they suddenly vanished all together. He could feel his ears disappearing as what felt like gills take their place. In actuality, they were sensitive ears able to pick up the tiniest of sounds. His shoulders and arms swelled as his dull nails became sharp claws. His legs twisted and formed into the hind legs of that of a dog as a thick green color appeared around his neck, the Omnitrix symbol in the middle. Wildmutt growled and began to sniff the ground furiously, following a smell until he came to a large garbage pile. Using his large paws, he dug into the junk and pulled out a stained mattress with his jaws, spitting out the horrible taste from his mouth after he dragged it into the center. He lowered his nose to the ground again and sniffed the ground once more, digging into another garbage pile before pulling out a ratty blanket. Wildmutt dragged it over to the mattress and bedded down as the Omnitrix timed out. Ben yawned and pulled the blanket over himself.

_So this is my new life_, he thought. _Wonder how the ghouls are holding together_.

* * *

Spectra sighed, and picked at her food with her fork. Skelita and Ghoulia each pushed their trays towards the center of the table, unable to eat as Jane Boolittle (hiding in a vent near a table) pushed her tray out of the vent slot. Hoodude sighed and rested his head on the table. "This bites." he mumbled. "Tell me about it." Spectra said, dropping her fork into the unidentifiable glop on her food tray. The girls, plus Hoodude, had been miserable ever since Ben had left. Hoodude felt like he had lost his best friend, next to Scarah. Ghoulia, while not especially close to Ben, still missed him. She felt like there was a part of her that was missing that only Ben could fill with his antics. Jane felt as if she had lost a friend she could count on, when so few people excepted her. Skelita and Spectra, having both been kissed by him, had a piece of their hearts missing (Skelita didn't exactly know what that was like, as she had no organs to begin with, nor did Spectra). In a word, life at Monster High had become miserable.

Headmistress Bloodgood had set up security stations at all entrances and exits, where students and their bags would be checked to make sure Ben wasn't trying to reenter. Bloodgood was sure Ben wasn't a horrible person, but the way the student body felt about him put a bad image on Normies, and therefore jeopardized her ultimate goal. Unfortunately, the guards at the stations weren't entirely polite, and would sometimes pilfer whatever they wanted from the students backpacks or refuse to let them enter should they not cough up some cash. Spectra herself, being a ghost, had never had any problems with the guards, but Ghoulia had lost her laptop (furiously biting the guard after he stole it), Jane had lost her walking stick, and several members of the student body had lost their books, iCoffins, and even their homework. And whenever they complained to the Headmistress, the guard would always be able to hide the stolen loot. Since the students never had any proof, Bloodgood had stopped believing them a long time ago. One student however, was having the time of her life.

With a sly smile on her face, Charmcaster walked down the row of tables with a tray of . . . something . . . in her hands. She had succeeded in her goal, to eliminate Ben Tennyson and to gain power. She had yet to come across the power she had sensed a few weeks ago, when she had first entered the Monster High universe, but she could sense it. It was close. She could almost taste it. She walked down another row of tables, trying to look as if she were searching for a place to sit and eat her lunch. She could sense the surge of power coming from somewhere close. She soon found it when she came across a girl just a couple inches shorter than her. She had light pink skin, freckles, and pointed ears that framed dark pink hair tied into a segmented ponytail. She wore black, silk pants and a blue and pink top. She wore elaborate earrings in her ears and had bright green eyes.

Charmcaster smiled maliciously; she could feel the power radiating off of the girl in waves, as if that was all she was. The sorceress quickly identified the girl has a genie. She had come across several genies in her past, but those usually turned out to be crafty Celestialsapiens who had been banished into a small bottle to grant wishes to mortals. And every time she came one of them, they always somehow managed to turn things around in their favor and escape her clutches. She gripped her tray tightly at the memory, but quickly pushed it away when she noticed the pink girl was dumping her tray and leaving the Creepateria. Alone.

Charmcaster grinned; now was her chance. She quickly tossed her tray towards the trash bin, a long tentacle from the kitchen catching it before it fell in, and rushed out of the Creepateria and ahead of the girl, pretending she was late for something. She rounded a corner and peeked out; the girl was walking right towards her, and didn't even know she was there. Charmcaster chuckled and stuck out her foot just as the girl reached her, tripping her. Charmcaster quickly jumped on her and pinned her to the ground, the genie screaming with fright. Her screams would attract attention, but Charmcaster didn't care; she would absorb all her power before anyone could do anything. With a face that could only be matched a hungry predator, she raised a hand and let a ball of purple energy form between her fingers as the girl watched with fear in her eyes.

"**_Absorin Extracius!"_** Charmcaster cried as she thrust her hand down and into the girl's body. The genie convulsed and screamed at the top of her lungs as her eyes rolled into the back of her head. Passing students watched with horror, too horrified to do anything. Even Manny had turned tail and run the other way. Spectra gasped as she heard the screams and disappeared through the floor, a single thought on her mind as she raced through the ground.

_I need to find Ben, _she thought.

* * *

Wildmutt growled and sniffed the ground, walking around the alley. It had been a couple of days ever since he had made his camp at the abandoned basketball court, and he had been using his Vulpimancer form quite a lot to get by. And if he couldn't find anything edible, he just turned into Upchuck and ate. He had a limited amount of cash on him, and was saving it for an emergency, and thus saving it by eating things most others couldn't. A Normie couple passed by the alley and screamed in fright at the sight of Wildmutt, running away before the alien could do anything. At least he never had any problems with the police; after several reports of odd creatures roaming the streets at night, the cops had stopped listening, just assuming they lost monsters on the wrong side of town.

Having not found anything to eat, Wildmutt back out into the street in broad daylight. The streets were thankfully deserted and empty as he padded down the sidewalk and turned down another alley after a few blocks. He easily cleared the chain link fence to the basketball court, the wall of piled up garbage obscuring anyone's view of the place. The Omnitrix timed out just as he made it to the center of the court, Ben sitting down on the mattress and losing his eyes. It was no use. Being this close to the school was killing him. "Maybe I should go elsewhere," he sighed. "I hear Hex-ico is lovely this time of year. Or maybe Scar-is? Maybe I'll just move to the woods for now." he contemplated. Without another thought, he packed up the few belongings he had and scaled over the chain link fence. Making sure no one was looking, he activated the Omnitrix and slapped the activation button, letting the green light wash over him.

His skin began to crawl as it hardened smoothed into something similar to an exoskeleton, yet not at the same time. It turned black as it raced over his body, blue blotches with lighter centers appearing all over him. His fingers became sharper as they turned into claws, and he could feel his toes melt into toe as a third claw sprouted from his heel with a loud grinding sound. His teeth fused together into two plates that felt like they could bite through almost anything as his eyes widened and became larger, turning a bright green with three dots. Muscles piled themselves up on his chest and arms, but the most important and noticeable change however, was the itching sensation he got on his back and head. With a sudden, sickly sound, four large wings ripped out of his back, bigger than his entire body. Two large antennae burst out of his head. The wings and antennae flapped around for a few seconds before gently and silently wrapping around their owner like a cloak. The final piece of the transformation was a suddenly chilled feeling in his core, a feeling that ran through his veins and arteries that felt as cold as ice. The transformation was complete, and Big Chill took to the skies with a flap of his wings.

He soared upwards and looked around in the bright daylight to see the town looked very normal and human like. He turned towards the West and saw that the land slowly trickled into perpetual darkness, where the sun only occasionally shone through. Forests of leafless, gnarled trees dotted the landscape where the rows of monster buildings stood neatly, Monster High at the meeting place of the two landscapes. With a deep breath, the Necrofriggian pumped its wings and flew towards the West side, giving the school a wide berth as he flew. He soared over the vast Egyptian estate that he had learned to belong to Cleo and over the Stein's house, giving that place a wide berth as well. He passed a large, evil looking castle with rows of pink roses on the lawn, a certain part of the castle seeming out of place due to the pink glow found there. Big Chill grinned at the thought of Draculaura's sweet smile, but quickly pushed it away after the image of her hiding behind Clawd entered his head. He flew over the Wolf's house and passed Spectra's place while also swooping past what he assumed to be Lagoona's house, hinted at by the large, salt water pool out back that had its own personal coral reef in it.

He eventually made it to the woods, to a place where only a few houses stood, like a house that seemed to be made entirely out of gingerbread and candy, along with one that seemed to be surrounded by a cemetery. Big Chill deliberately chose to stay in the woods near the cemetery, mostly because he figured that was where Ghoulia lived. He knew he had to follow the rules, but he felt much better being near one of his friends, even if he was staying a couple hundred yards in the dark forest behind it. Another reason he chose to stay near the cemetery, was the fact that Robecca resided in the gingerbread house. Having no idea where her father was, she was taken in by the Home Ick teacher, Ms. Kindlegrubber, and thus lived there as a permanent resident.

Big Chill aimed low and came to rest in the arms of a large tree that overlooked the cemetery. With a heavy sigh, he leaned back and rested the Omnitrix changed him back. He closed his eyes and let sleep (or what he hoped was sleep) come to him. His dreamless slumber was soon short lived.

"BEN!"

With a yelp, Ben tumbled out of the tree, hitting several branches before landing hard on the ground with a low groan of pain. He rubbed his sore skull as he sat up to look at Spectra, who was hovering just a few feet over his head with a mixture of worry and fear in her eyes. "Ben, you have to come back to Monster High!" she yelled, grabbing him by the shoulders. "Come on!" she cried, pulling him towards the road, but Ben was digging his heels into the dirt, resisting as much as possible. "Spectra, stop it!" he yelled, and the young ghost let go. Spectra looked at him with concern. Ben sighed. "I can't go back, Spectra. I know you and the ghouls miss me, but I'm not going to disobey Bloodgood's orders. I don't want you to get in trouble just because of me." he told her. Spectra frowned. "Ben, listen to me. I don't care what Bloodgod says. They can lock me up in detention for the next 3,000 years for all I care! Some crazy, white haired, girl wearing a pink trench coat just attacked Gigi!" she yelled with fury. Ben's eyes widened at the description. "Hold up. This girl, did she have a crazy-cuckoo look in her eyes and was she blasting around pink magic stuff?"

Spectra nodded her head, and Ben's frown deepened. "Fine. But if we get arrested, it's not my fault." he said, walking towards the road as Spectra clapped her hands happily and followed him. Once in the middle of the road, Ben activated the Omnitrix, cycling through his aliens before coming to the one he wanted. "It's Hero Time!" he exclaimed, slapping the activation button and letting the green light engulf him as the Omnitrix did its work and began to change his DNA. Alien blood flowed through his veins as muscles piled themselves on him, everywhere to his arms and chest to his neck and legs, every part of him was getting bigger and stronger with each passing millisecond. His skin hardened into plate like armor that turned brown as large scales traveled up his legs and chest. His legs became thick and pillar like as his feet began to match those of an elephant. A thick tail sprouted from the base of his spine as he was forced to hunch over slightly. His neck became a little longer retaliative to his 20 foot frame and his lower jutted out his fingers swelled with power. A pair of black briefs and a green sash appeared on him, completing the transformation as the Omnitrix symbol appeared on the sash.

"Humungousaur? You couldn't have waited until we were there, Omnitrix?" he complained as he glanced himself over.

"The Omnitrix has a mind of its own?" Spectra asked, digging for her iCoffin.

"Not the time, Spectra." Humungousaur growled as he took off at a brisk jog, Spectra following closely behind him.

* * *

"Crikey! Come on, mates! We have to do somethin'!" Lagoona yelled as she ran towards Charmcaster and a helpless Gigi. Without even looking back, Charmcaster flung out her other head and sent a ball of mana at Lagoona, hitting her in the chest and sending her through a wall, where she stayed down. Clawd, Deuce, and Gil all rushed at Charmcaster, ready to dog pile on her when she opened her mouth, and another ray of pink colored energy shot out and hit all three boys, freezing them on the spot; no matter how much they tried, they were frozen in place, unable to move or even twitch. They could only move their eyes and watch as Gigi's life force was slowly drained away from her and absorbed in Charmcaster, making her far more powerful than she had felt in her life. She felt like she could do anything, go anywhere she wanted to, _destroy _anyone she desired. A sick thought crossed her mind about traveling back to her own dimension and finally eliminating Gwen. After finally obliterating Ben Tennyson first of curse, and taking his Omnitrix for herself. With the new power she was engulfing and thew unlimited power of the Omnitrix at her fingertips, she would be able to rule every dimension in every universe imaginable!

"Ahhhhyaahhh!" Ghoulia moaned as she quickly shuffled over to Lagoona and pulled her up with Skelita's help. The sea monster rubbed her head and watched, unable to help. She could already feel tears forming in her eyes as her insides began to boil with anger. She was almost ready to burst out into anger stricken tears when the ground began to shake and rumble in a steady rhythm as if a thousand cattle had suddenly decided to take a jog. Spectra appeared in front of them cringing at the sight of Charmcaster, but returning to a full smile on her face. "What is happening?" Skelita asked as she fell to the floor with the rest of the ghouls. Jane tumbled out of a nearby vent, fearing the tunnels and tubes would collapse in on her if she stayed. Spectra merely smiled and turned to look at the main door. Screams from outside could be heard as the guards dispersed with fear, when the front door was suddenly blown off its hinges and crushed into splinters as Humungousaur charged into the school without pause.

"Is that, Ben?" Jane asked, almost frightened at the sight of the infuriated Vaxasaurian. Spectra slightly nodded as Humungousaur's 20 foot frame collided with Charmcaster's frail body, knocking her off of Gigi and into a row of lockers. The ghouls quickly dragged an unconscious Gigi out of harms way as the rest of the student body ran away. With a loud roar, Humungousaur grabbed Charmcaster with a large hand and tore her free from the lockers, only to throw her into another row. "Keep your creepy hands off of my friends!" he yelled as he charged and rammed a shoulder into her, smashing through the wall and into the next classroom; Charmcaster only has time to put up a simple shield to protect her from the alien's wrath before Humungousaur slammed his fists down the dome, cracking it slightly. He raised his fists up again, prepared to slam down a second time and destroy the dome.

Charmcaster however, was ready, and just as he swung down, she deactivated the dome and rolled out of the way. Humungousaur missed and stumbled forward, carried by the momentum. Charmcaster, still on the ground, swiped his legs out his legs from underneath him with a swift kick that felt like she had just kicked a wall made of titanium. The giant still fell, and Charmcaster was pleased, despite the sharp pain in her leg. She quickly got up to her feet and jumped onto Humungousaur's back. With a roar, Humungousaur began to wildly run around, smacking at his back as he tried to get Charmcaster off of him. Charmcaster quickly steered him towards a wall and jumped off as he crashed into it and back out into the hallway. He turned around, only to be hit in the face by another blast of mana that sent him skidding back. With a low groan, he rushed forward again, grabbing a broken locker door and using it as a shield as Charmcaster through more bolts of energy at him before he slammed the locker door down on her head. She growled and knocked the locker door out of his hands.

"**_Mercuta verihitis!"_** yelled Charmcaster, holding up her hands a jet of crackling purple mana burst forth from her heads and socked Humungousaur right in the jaw. He flew back into a wall and fell to the ground with a defeated groan, unconscious. Charmcaster grinned maliciously and walked up to him with a confident gate and reached for the green sash around him when a low rumbling caught her attention. She turned, expecting some other large creature to come storming at her, but saw none. There was a loud cracking sound and she glanced up too late to see a large piece of ceiling come crashing down her, squishing her and sending her into blackness. Silence followed.

"Is it over?" Hoodude asked from within a garbage can. Skelita, Jane, Spectra, Ghoulia, and a now semi-conscious Gigi peered out from behind a wall to look upon, which was almost impossible thanks to a large cloud of dust and plaster that hung over the battle scene. The ghouls and Hoodude crept through the dust and rubble with caution, almost expecting something to jump out and attack them. Hoodude yelped as he suddenly tripped over something, and Jane hissed in pain as she held her ankle, now twisted. Hoodude grinned sheepishly and sat up to look at what he had tripped over; it was a large, burly arm covering rough plates. They traced the arm with their eyes all the way up to Humungousaur, who was out like a light. The gang rushed over and helped turn him over as Jane quickly read his vitals, putting her ear to his large chest to her his heart. She breathed with a sigh of relief when she heard a deep thumping, but began to sweat with worry when she noticed it was slowly down and that Humungousaur was steadily breathing slower and slower.

"He's dying." she managed to say before falling to her knees and holding herself. _Somehow, _she thought. _This is my fault, I just know it. Toralei was right. I should have just stayed back in the jungle. _Ghoulia did a double checkas Lagoona desperately tried to calm Jane down. Spectra and Skelita turned to Gigi as Hoodude tried preforming CPR on Humungousaur, something quite difficult to do when the victim is more than three times bigger than you. "We need a wish," Spectra said desperately. "Please?" she asked, knowing it was asking a lot. Gigi, being a genie, could grant wishes. But after several hundred wishes from other students, she had become rather exhausted, and had thus put a ban on wishing, stating it would only be used for an emergency. Plus, Spectra was asking Gigi to go against the rules, something Gigi never had done before. Gigi glanced between the two pleading ghouls, and Humungousaur's unconscious form, biting her lip nervously.

_Oh, Arabian sands! What do I do? Should I save him?_ she thought, her mind racing at a hundred miles an hour.

_**Of course, you should save him!**_

Gigi blinked. Where was that voice coming from?

_Wisp? Is that you?_ she thought.

_**Duh. Just because I;m stuck in a lamp, doesn't mean I don't keep tabs on what happens outside. I've been watching you ever since through your eyes, and I must say it's gotten quite interesting. Now, save him already! Do you really want his death on your conscience?**_

_Why do you care so much anyways? _Gigi asked. She had made up her mind, but the last question was what bugged her the most.

_**Because he's actually kind of cute. **_Wisp admitted. **_Happy?_**

"Very." Gigi said with a slight grin. Spectra and Skelita looked at her with an odd look, but quickly relaxed when Gigi told them she would do it. All they had to say were the magic words.

"I wish that we were all at the best doctor's office in all of New Salem." Skelita commanded. Gigi smiled and closed her eyes, crossing her arms over her chest and summoning her power. With a quick nod of her head, the hallway exploded with a bright light, and all of them simply vanished from existence for a split second.

* * *

Another flash of light later, and they arrived at the most advanced doctor's office in all of New Salem: Dr. Viktor Stein's lab. The lab itself was a standard mad scientist's laboratory with test tubes filled with suspicious looking potion's and serums, lab tables lined with numerous experiments and plans, and the exceptionally large conductors overhead that crackled with electricity. Lagoona frowned, helping Jane up from the floor. "Um, mate? This is the worst possible place to bring Ben!" she exclaimed. Was a sudden crashing sound from their left and everyone turned to see Humungousaur propped up against one of the walls, with Hoodude down by his leg. What made the noise however, was the table that Hoodude had tried to put him on top of, which was now crushed underneath the Vaxasaurian's massive bulk. "And that's probably the worst possible thing we could do." Lagoona sighed as the sound of a door opening came from somewhere, followed by the sound of heavy footsteps rushing down a set of metal staircases.

"What in the name of Igor's dentures is going on down here!?" Viktor roared. The girls all winced and Ghoulia covered her eyes at the sound of his voice echoing through the stairwell. "Oh, Sphinx. What do we do?" Jane whimpered as the doors to the lab banged open and Viktor's massive form stomped inside. "What are you ghouls doing here!?" he asked with an irritated look. He glanced over to where Hoodude was and nearly fell over when he saw Humungousaur's massive form. "I see." he noted. "And just who is this creature of yours? And how on earth did you get inside my lab?" he asked, folding his arm across his chest and waiting for an answer. Spectra nervously tapped her fingers together. "Well, uh, we wished for Gigi to take us to the best doctor's office in New Salem, and we ended up here." she answered nervously. Viktor nodded, listening. "And that _creature_ is Ben Tennyson," said Skelita. "The uh, boy who asked Frankie to the dance." she added with a worried smile. Viktor frowned and glanced between the ghouls and Humungousaur.

"I don't believe you." he said.

"Wait! We can prove it! Hoodude exclaimed. Before anyone could stop him, he crawled up onto the Vaxasaurian's knee and hit the Omnitrix symbol on his sash with a fist. A flash of green light filled the room, and Humungousaur's form disappeared to be replaced by Ben's much smaller one. Everyone gasped at the sight; Ben's shirt and sweatshirt were burnt to ash down the front and his chest was bruised and incredibly red. "Remarkable." Viktor noted as he walked over to Ben, picked him up in his hands and set him down on one of the many examining tables in the room. The large monster pulled out a couple medical instruments from some drawers and examined Ben, his eyes occasionally drifting between his body and the watch that resided on his wrist. "Hmm. Yes." he murmured to himself, listening to Ben's heart beat with a stethoscope. "It seems that he has suffered damage to his rib cage and respiratory organs." he concluded. "I will have to operate on him. If you would excuse us." he said, showing the small group the door. Spectra managed to escape Dr. Stein's grasp and remained near Ben, refusing to move. "Young lady, you are being a pain in fanny! Leave me to my work!" he ordered. Spectra refused to move and quickly flew out of Mr. Stein's reach. After a few fruitless minutes of trying to reach her, some of which ended in mild injuries, the large cadaver sighed and pinched his brow. "If will not leave for the operation, will you please just stay out of the way then?" he asked with mild annoyance. Spectra nodded and swooped down to rest near Ben's hair stroking his brown and holding his hand.

Mr. stein quickly busied himself by washing hands and putting on a large set of gloves while gathering his tools. After a few moments, he tore the rest of Ben's shirt off and injected him with some anesthetics, to make he didn't wake up during the operation. "Are you sure you want to stay?" Mr. Stein asked Spectra. "There is no turning back." Spectra nodded; she wasn't in the slightest squeamish, and had even talked to other ghosts who had met far worse endings than she had, some with their heads cut off or their guts spilled out around them. Spectra pushed the thought out of her head and continued to brush Ben's hair as Viktor Stein set to work.

* * *

Gigi bit her lip as the sounds of machinery cutting into something soft and somewhat squishy resonated throughout the stairwell that also acted as a sort of waiting room. Except it didn't have any magazines to read. Wisp had reappeared in her mind to see how things were going, and Gigi introduced her to the rest of the ghouls and Hoodude in the hopes of keeping their minds off the situation, but it did little to help. "On the bright side, I don't see any reason Headmistress Bloodgood can keep Ben out of school now. You know, if he lives and stuff." Hoodude piped up. Ghoulia smacked him upside the head. "Don't say that, mate! Of course Ben's gonna pull through!" she argued. She sounded confident, but was hiding her own fear. Skelita was nervously playing with her bones, picking off her fingers and replacing them in different arrangements before returning them to their original positions and starting all over again. Jane was huddled on the floor, head on her knees and quietly sobbing when the doors to the labs burst open and Mr. Stein walked out, drying his hands with a spare rag.

"He will pull through," he began. "But he will need a lot of rest. I would recommend you take him else where, as me and my family are not entirely comfortable with him staying here." Viktor added as he clambered up the stairs. "I shall keep this meeting a secret, but know this: if you ever bring that scoundrel onto my property ever again, it shall be the last he does." And with that, Viktor clambered up the rest of the stairs and out of sight. Once the sound of a door closing could be heard, the ghouls dashed through the doors and into the lab. Ben was still lying on the examination table with a bandage around his head and his bare chest laced with stitches and gauze. He had a black eye that they hadn't noticed before as well as a cut lip, but he seemed to breathing fine once more. Spectra hovered near his head, resting her own near his. She looked up when her friends came into the room and turned to look at Gigi, who slowly nodded.

"I wish we were all at my house." Spectra whispered. With another flash of bright light, the deed was done and the ghouls were gone.

"Hey! What about me?" Hoodude exclaimed. The voodoo doll pouted and made his way towards the exit, trying not to touch anything. It was however, short lived when he tripped out a wire and fell on his face, a table crashing to the floor behind him and the contents sitting on clattering to the floor. A dull thumb could be heard over head moments later.

"HOODUDE!" Viktor Stein roared.

* * *

For the next couple of days, Ben lay on the couch that sat in Spectra's abandoned living room. It was rather boring, watching over someone who didn't stir or wake, but Spectra didn't care. Gigi had asked her to send along her thanks, and walked out of the estate with a worried Skelita and Jane. Lagoona and Ghoulia left about an hour later, not wanting to make their boyfriends suspicious.

Given all that time doing almost nothing, Spectra did a lot of thinking. She touched her lavender lips, remembering that last moment before Ben had left Monster High, banished out of fear. Did she really love him that much? Or was she just this concerned because he was a good friend and helped her get tons of views on her dying blog? He was the best thing that had ever happened to her, a close second to finding and being enrolled into Monster High. She shook her head to clear her thoughts. _Oh, Voltage. I'm getting to be as scatter brained as Hoodude!_ she thought. She sucked in a deep breath and sat down on a chair near the couch, not daring to take her eyes off of Ben's still form. His chest rose and fell steadily, and every now and then his fingers would twitch ever so slightly. Every time that happened,

she would get all excited, hoping that he would wake up and kiss her again, only to be disappointed when he didn't.

Back to the thought that raged in her mind like an ocean storm. Did she love him? And even if she did, would he love her? Was that kiss, that oh, so sweet kiss, just a pity? A pity kiss given out to a friend that he barely cared about? And even if it was true, and he did love her, how could they ever be together? She was see-through, able to faze through solid matter and only move it when she really concentrated. He was a solid being, and a Normie no less. Any type of affection they would try to give each other would be hopeless. And yet, he had been able to give her that sweet kiss. She touched her lips again, remembering that moment, when nothing her and him existed, and all the trivial matters of the universe were gone.

A low moan caught her attention and she turned to look at the couch. Ben's hand was slowly moving to his head, to rub and cradle it like a new born baby. Spectra beat him to it and gently touched his head, quickly drawing it back when he hissed in pain. "Spectra?" he rasped. Spectra vanished from his line of sight, and he thought he had been imagining things. He was proven wrong when Spectra reappeared with a glass of water in her hand. Ben slowly reached for it, wrapping his fingers around the cool glass and brought it to his lips, savoring the cold liquid as it washed down his parched throat. It felt good.

"Thanks." he said in a much clearer voice. He slowly sat up on the couch and looked around at his surroundings. "Where am I? And where's Charmcaster?" he asked with slight annoyance in his voice. Spectra put a reassuring hand on his shoulder. "You're at my place. And don't worry about Charmcaster. She's being held by the New Salem police." she told him, hovering down to his eye level with a small smile. "Gigi's safe, by the way. She wanted to thank you personally, but she had to get going." Ben nodded, happy to know that she was safe and mostly unharmed. "What about me? Am I going to be okay?" he asked, looking down at his bandaged chest. Spectra filled him in on what he had missed, and laughed lightly when she told him they had gone to Mr. Stein's lab. "I just know he put a time bomb inside of me." Ben joked. Spectra smiled and took his hand, drawing his gaze to hers.

All Ben could do was stare, and get lost into those endless, periwinkle orbs of hers. He truly did love her, for her fiery spirit and demanding voice. She was relaxed like him at points, but also had that seriousness in his voice that he had come to love when he first met Julie. Spectra however, didn't remind him in the slightest of Julie anymore. She was her own unique person, er, ghost, not just some cheap knock off of another person he knew he wouldn't love again. Ben mentally sighed. But how could he love three ghouls at the same time? He had never expected to kiss Skelita, or Spectra. He originally only had eyes for Frankie, but that relationship was hanging by a thread. He didn't see Spectra as a backup ghoul to go out with if his relationship with Frankie failed; he saw her as another ghoul he fell in love with, and she would never play second banana to anyone.

Before any of them knew what was happening, their lips met once more, somehow defying the fact that they would pass right through each other.

* * *

"Spectra Vondergesit, please report to the Headmistress's Office. Thank you." Headmistress Bloodgood's voice rang out over the loud speaker. Spectra had been expecting this; she had defied Bloodgood and her rules, not caring if she had gone anywhere near Ben or brought him back to the school against Bloodgood's reluctant wishes. She nervously bit her lip and checked inside her book bag, where an almost invisible Nanomech sat on her phone, trying to look like one of the buttons. Seeing that he was still there and not squished to a gooey pulp, she floated straight through the Headmistress's door, sending a startled Nightmare to hide behind Bloodgood's Office Chair. Bloodgood's body was currently signing papers, with her head sitting on the edge of the desk, patiently waiting for Spectra to sit. Once she had, she cleared her throat (again, how does a head do that?) and began to speak.

"It has come to my . . . attention . . . that you and Mr. Tennyson have broken one of my rules, one that I strictly enforced after the dance." the Headmistress began, before Spectra cut her off.

"I don't care! Gigi was in danger from that crazy sorceress, and Ben was the only who could stop her! Albeit, with some minor damages." she added in a lot softer tone. "Go ahead and expel me! I don't care! Ben did the right thing!"

Bloodgood gave Spectra an odd look, and Spectra was sure she was in real trouble now. She could see it now: hundreds of police cars swamping the school grounds, herself in handcuffs and Ben unable to rescue her due to his own restraints. She was shaking out of that nightmare by Bloodgood repeatedly calling her name.

"I'm not going to expel you." she said simply, and Spectra swore she nearly lived from relief. "And I will allow Ben to resume his studies here at Monster High." Spectra was sure she just lived.

"Does that mean I can come out now? It smells like egg salad in here!" a tiny, metallic voice yelled. Spectra opened her book bag and let the tiny, glowing ball fly out, much to Bloodgood's confusion. The office was suddenly filled with a bright green light as the Omnitrix reversed the transformation and changed Nanomech back into Ben. Nightmare whinnied in surprise and Bloodgood gasped. "I swear, I will never get used to that." she said quietly to her body, which nodded it's headless neck in agreement.

Ben was looking much better now. He was now wearing his usual black and green T-shirt under his white hoodie and had a pair of green headphones around his neck. He whipped out a a pair of black sunglasses and put them on, snapping his fingers with a goofy smile at Spectra, who blushed. Ben's arm however, was still in a cast, but it seemed to be getting better by the day. "Thanks, Bloodgood. I'll try not to destroy the school while I'm here." he joked.

"Speaking of damages . . . ." Bloodgood trailed off with a sly grin.

"Aw, man!" Ben sighed.

**And here is where it ends! Not the story of course, just the chapter. I'm not _that _cruel.**

**So it looks like Ben's back in Monster High, and it only took him 11 pages to do it (more like 2 ½ weeks in real time)! Just how will the student body act with him back in school! Will they ever forgive him? What will Ben have to do to regain their trust? And just what is Zs'Skayer up to and how will it affect Ben and Monster High? So many questions, so little time.**

**And yes, I know to a few of you that Bloodgood might have been a bit cruel, and I guess that's a bit of my fault. As some of you know, I _sometimes _skip words when writing, and that kind of made things look bad for her. So, no flames for her! Those strictly belong to Heath Burns and Heatblast!**

**Anyways, I have gotten many reviews from loyal readers telling me what type of pet Ben should have, and I have to agree that it should posses some sort of transformation ability, without the use of a Nemetrix or the likes. Continue to send in your ideas, and please keep them monster oriented and not from another universe. That just makes things confusing.**

**Hasta Luego, and Happy Dia de Muertos!**


	11. Rath of Con

**Greetings readers of all shapes and sizes (as well as species :). I have returned with another chapter. But more importantly, I've come to fill your screens with misery and woe (even if you quit reading)!**

**Anyways, I have read over all your reviews and decided that finding an animal that could change its form at will was exhausting, mostly because not an animal exists in the first place! They're either from a different franchise, or are actually people of sorts. So I've decided to go with an idea a loyal reader of mine has suggested that I think is very cool. For those you waiting and wanting for the hybrids (or hybrids of any of kind), this chapter's for you!**

**Thanks _Codecrash_!**

**As always, please comment and review, and don't be afraid to write your own stories if your _fang_-tastic idea doesn't make the cut (Wow. Pathetic _and _bad puns. I am on fire today)!**

**On with the story!**

"Is it really necessary for the guards to still be here?" Ben whispered to Ghoulia, ducking down so he could speak quietly with the zombie.

"Aaaaa-iiieeeeaahhhhh." she moaned, shrugging her shoulders. Still having difficulty learning Zombie, Ben naturally turned to Lagoona for a translation. "She said they still have a week left on their contracts." Lagoona sighed. Gil put a comforting hand on his ghoulfriend's shoulder, throwing Ben a cautious glare. The two boys had come to a mutual truce, as Gil didn't see Ben stealing his girl anytime soon. The threat was still there, so the fresh water monster was still wary of the Normie boy. "Don't worry, Lagoona. Like you said, we only have to put up with one more week of this." he told her. Lagoona smiled weekly, but still seemed highly annoyed. "I just hope I don't lose anything important." she sighed. Ben was about to say something when there was a sudden scream directly in front of them. As they were the last few in line, the court yard was mostly deserted, which unfortunately gave the annoying guards a little more freedom to fulfill their . . . . needs.

"Let me go!" a girl's voice cried. Ben easily looked over Ghoulia's short frame to see a pink girl even shorter than the zombie. She had black tied back into lush pig tails streaked with pink, and a small pink heart under her left eye on her pale, pink skin. She wore a short, white skirt and pink top with fish netted sleeves and leggings covered by long, lavender boots. She periwinkle eyes were widened with fear as the two troll guards in front of her grabbed her by her arms and began to molest her, grabbing her small breasts and licking her neck and ears.

"Please let me go!" Draculaura begged, tears forming in her eyes as one of the guards reached to tear off her shirt. The guards didn't even seem to care there were witnesses, though it was highly suspected that anything said against them would seem like nothing more than a tall tale. They were so oblivious, that they didn't even seem to notice a furious Ben behind them, his face turning a boiling red as sweat dripped down his face, his breaths become ragged and angry; Gil, Ghoulia, and Lagoona quickly decided to back up as he quickly reached for the Omnitrix and slapped the activation button without even looking at which alien hero he had selected.

Ben's arms swelled as his veins popped out, alien blood coursing through them as muscles piled themselves on top of each other. His legs became muscled as he stretched upward, growing taller and taller until he was a good four feet taller than Gil or Lagoona. Fur began to sprout all over his body, turning white on his chest, gut, hands, and feet, turning orange everywhere else. A few black stripes stretched across his broad back and shoulder, a handful of whiskers sprouting on his face. His eyebrows turned black and became longer as they grew up and off his head. His jaw jutted out as his teeth became sharper. His hands became larger and muscled as a single, black claw grew out of his wrist, completing the transformation as Rath roared, catching the troll's attention.

"LEMME TELL YA SOMETHIN' IDIOTIC TROLL GUARDS WHO ARE ATTEMPTING TO RAPE DRACULAURA, DAUGHTER OF COUNT DRACULA, LIKE WE'RE NOT EVEN HERE! RATH IS GONNA TEAR YA TO PIECES!" he roared. Words could not begin to describe how infuriated Rath was. One would need an entirely different word to describe it, and the troll guards strongly suspected that they would not be getting paid any time soon. Without hesitation, Rath grabbed both guards by the scruff of their necks and hurled them across the courtyard, handing a quivering and sobbing Draculaura off to Lagoona to comfort, before running after the guards. "Lewodan Anvil Drop!" Rath cried as he jumped high into the air and fell downward with his elbow jutted out. He struck both fat guards in the guts and grabbed them by the feet and swung them around. "Kinceleran Tornado!" Rath quipped as he finally let go of both guards and sent them crashing into the school wall. He rushed over and punched them both in the face before grabbing them and squishing them together between his hands into a ball. "SIRIUS BUTT-KICKING!" Rath roared as he drop kicked the guards over the wall and watched them soar, screaming, across the horizon. Growling and dusting his hands off, Rath lumbered back over to Draculaura, who was sniffing and crying, feeling incredibly frightened.

"You okay?" Rath asked in a much quieter tone. Draculaura sniffed and blinked her eyes, nodding slowly as Rath crouched down to her level. "I don't get why people hate you so much," Draculaura sniffed, drying her eyes. "I mean, sure, I get why they hated you before, but I can't see why they hate you now. You saved from those . . . . those . . . ."

"Ahhhhh-eeeeh?" Ghoulia supplemented the word.

"Exactly!" Draculaura agreed. She then suddenly jumped at Rath, looping her arms around his neck and hugging him tightly. Rath stood still for a moment before returning the hug, grinning sheepishly. "Aww, it was nothing." he purred as Draculaura cooed and scratched him under the chin. A sudden cough broke the affection and Rath gently set the small vampire down on the ground. Draculaura was about to say something when she noticed something else. "Um, do always go around naked?" she asked, turning red as she covered her eyes. "Rath doesn't understand." he said, cocking a large eyebrow. Draculaura giggled and set down her pink backpack, zipping it open and pulling out a small shopping bag. "I think these might suit you. They were originally for Clawd, but I think they'll look better on you." she giggled as she handed Rath a pair of large, black and green shorts. Rath quickly put them on (after accidentally putting them on like a shirt) and thanked Draculaura. "I'll see you around Ben!' she giggled. "I won't forget this!" Rath smiled and waved good bye, just as Spectra appeared out of the ground next to him, starling the Appoplexian. "Gah! Don't do that to Rath!" he yelped.

Spectra and laughed, pecking Rath on the cheek. Rath laughed sheepishly as she dug out her iCoffin and scrolled to her blog, the Ghostly Gossip. "I got it all on film! If you keep this up, you'll have your image fixed in no time!" she said excitedly. "Glad you finally got some pants." she noted Rath's shorts. "Come on, we're late for Claw-culus." she said, nodding to the others.

"Awww! Rath's not good with numbers!" Rath pouted.

* * *

"I hate him." Venus growled.

"Hate is a strong word, luv." Robecca sighed as she set her empty tea cup down.

"I think it's more of a strong dislike." Frankie interjected glumly.

The ghouls sat at one of the small lunch tables out in the bright sun, attempting to eat lunch. None of them had the stomach for anything tough. All three of the ghouls, more so Frankie than the other two, were still upset about what had happened at the dance; Robecca hadn't left her father's lab in more than two weeks, keeping the door locked from the inside so not even Ghoulia could get in. She had mostly been aimlessly tinkering down in the lab, creating small devices that would spark and explode within a few minutes of life.

Venus had locked herself away in the catacombs in a place that not even Operetta could find, and she looked absolutely horrible; her skin was a deathly pale green, and her leaves and vines were withering. Her hair was a mess, all tangled up in snarls and thorns and her eyes looked hollow and filled with sadness and rage.

Frankie seemed the most effected. She had massive bags under her red stained eyes, as if she had been crying instead of sleeping. She looked about ready to collapse, and her usual bubbly attitude had been stolen. And when Frankie was sad or having a bad day, it affected everyone; smiles and grins were less genuine, and there was less laughter and joking than before. Instead of running happily through the halls or fondly walking with the ones they loved, the students of Monster High merely shuffled and slithered their way about. Indeed, if Headmistress Bloodgood was the heart of Monster High, Frankie was the lungs.

One student however, seemed to be more upbeat than she had ever been in her entire life; her bright orange fur seemed a bit shinier and her long tail happily swished behind her as she walked. Toralei Stripe, mean and vicious as a caged tiger, strolled up to the three ghouls,a sly and mischievous smile on her lips that exposed her pointed fangs.

"Aww, looks like your Prince Charming was nothing more than a Normie in disguise," she purred, putting her hands on her hips as the ghouls all looked up at her with annoyance on their faces.

"Go away, Toralei." Venus mumbled, pinching her brow when the were-cat didn't so much as move an inch.

"Why should I? At least _I _have a boyfriend, unlike you three suckers." Toralei meowed with her confident grin on her face. "Rocco's not some disgusting Normie in disguise. But I'm sure you ghouls couldn't even tell the difference between your own friends and that stupid Normie." By now the ghouls were getting more and more ticked, steam lightly rising from Robecca's ears. "Where is that Normie anyway? Ben, was his name? Probably already half way across the continent by now, trying to get as quickly away from you three as possible. Hope he has a really fast alien." she chuckled as a shadow fell over her. The were-cat didn't notice as she continued to reveal in the ghoul's misery. "Wah, I'm Ben Tennyson, and I'm just some stupid Normie with a fancy watch that can turn into an even bigger freak that I was before! Wah, I'm surrounded by ghoul's are completely blind and-" Toralei was cut off from her mocking when a loud, savage, growl met her ears. Without even moving, she quickly guessed what it was.

"And, he's right behind me, isn't he?" he asked the ghouls with defeat. For once, all three ghouls looked happy to see Ben, but that didn't change what he had done to them. Toralei slowly turned around to look straight up at a very ticked off Appoplexian, his lips drawn back in a snarl as he glared down at the little were-cat in front of him. Toralei's fearful eyes traced over every terrifying detail of Rath, everything to the large, rippling muscles that flexed under his fur, to the sharp teeth that lined his well defined jaw. And thankfully, Rath was finally wearing pants, a pair of ragged green and black shorts to be precise.

"Give Rath one good reason why he shouldn't kick your sorry butt across school." he growled in a low and menacing tone that was unlike him, but made him about ten times more terrifying. Toralei gulped as Rath's eyes twitched, waiting for an answer as Spectra appeared from behind him, a small smile on her lips as she watched Toralei cower in fear. Before the were-cat could do anything, Spectra snapped a picture of the scene, making sure she got Toralei, Rath, Frankie, Robecca, and Venus in the shot, and flew off to post it on her site. Toralei gasped; if that picture made it onto that website, the one that everyone in the school was now reading, she would be ruined and forever unable to maintain her well respected attitude. With a hiss of annoyance, she ran after Spectra, expecting to easily catch up with the ghost in no time.

Except she wasn't going anywhere.

She looked behind her as she ran in place and gasped when she saw one of Rath's massive hands holding tightly onto her tail, keeping her from moving anywhere. With a loud "MEOWR!", she leaped at Rath's face with her claws outstretched and rake them across his face, drawing four, thin red lines. Before she could attack, Rath's other hand came up and caught her wrist. The other hand grabbed her other wrist before he moved them together and forced both of her hands into his one big one. With the other one he grabbed her kicking legs and held them tight as she brought her close to her.

"Lemme tell ya somethin' Toralei Stripe, enemy of the Fearleading Squad and anyone assosiated with it! YOU NEED A TIME OUT!" he yelled in her face, blowing back every strand of fur and hair on her body from the force of his angry yelling. "Segmentasapein Turn Around!" he added, swinging her around and around above his head before chucking her into the nearby fountain and wincing at the back splash of water. Toralei cried out in angry and quickly extricated herself from the spring, revenge written all over her face. Rath ignored it and turned to the three ghouls. "You okay?" he asked in a much quieter voice. One by one, Robecca, Frankie, and Venus bobbed their heads, and Rath grinned. "Good. I'll see you gals in class." he said before walking off, growling at the Were-cat sisters on his way back into the building.

"I hope he doesn't think that's just going to make things better between us." Venus huffed, sitting back in her chair as she watched Toralei stalk back into the building, her calculating mind already forming a plan.

Robecca shook her head. "No, luv. Ben's too smart to think like that." she said. "Just one of the many things that makes the incident all the worse." she sighed.

"How can you tell what's going on in the brain of an alien anyway?" Frankie asked. "From what I've heard, that one's a little dim." she added, hardly believing she had been able to say the word in the first place, as she wasn't the kind of girl who used them often, even the most mild of ones.

"Good point." said Robecca as she stood up and picked up her bag. "Well, guess I might as well try getting a heads start." she told her friends. The two ghouls waved her off as she dashed back into the Creepateria on her rocket boots, skillfully avoiding other students and staff on her way to Mad Science. She turned down the hallway that led to the Mad Science room and skidded to a halt when she saw it was empty, save for a lone werewolf that stood right in the middle of the hallway without moving. Robecca moved to the right, and the werewolf followed her. She moved to the left, and the werewolf did the same. "Okay, this isn't funny anymore." Robecca frowned, folding her arms over her chest. "Please move aside so that I may get to class." she ordered the werewolf, who merely grinned.

"Name's Crüjo, little lady," the Loboan said with a toothy grin. "And you're coming with me." He quickly lunged forward, reaching for her, but Robecca quickly moved aside. She ran up the side of the locker and perched on top, knowing that it wouldn't keep her safe. As Crüjo lunged again, she activated her rocket boots and jumped across the hallway to the other set of lockers. For the next minute, they played a sort of messed up game of 'Loboan in the Middle', but Crüjo was quickly tiring of the game; he had a job a to do, and he aimed to do it right and please his master. Just as Robecca was in mid jump, he shot upwards ad grabbed onto her boots, coughing from the steam as he dragged her to the ground and pinned her there. "Now where's that off switch?" he mumbled to himself, Robecca gasping and struggling even harder.

"Hey! Lemme tell ya somethin' Crüjo, lackey of the once powerful self-proclaimed High Ectolord Zs'Skayr of Anur Transyl! Lewodan Anvil Drop!" Rath roared as he jumped high into the air and came crashing down on Crüjo, making sure his elbow was skillfully out for maximum damage. Unfortunately, he also landed on Robecca, and the sound of metal twisting could be heard. Rath quickly got off of a dazed Crüjo and grabbed him by the feet, swinging him around in a circle and then throwing him out of the window at the end of the hallway, listening to his pained yell as he soared through the air and beyond the school's wall. A familiar beeping sound filled the air and Rath was enveloped in a green light, changing him back into Ben. He quickly ran back over to Robecca and winced when he saw the large dent in her back. "Sorry!" he apologized, helping Robecca to her feet. "Oh, no problem, Clawdeen. It was an eyeball!" said Robecca as she wobbled on her feet with dizzy eyes. Ben caught her before she fell to the floor and carried her into the Mad Science classroom, thankful that Mr. Hack was on his break. He quickly cleared the lab table up front and lay Robecca down on it.

"Robecca! How many fingers am I holding up?" Ben asked, waving three fingers in front of her eyes. Robecca blinked and silently counted Ben's fingers before answering. "Eleven." she told him. "Aw, man." he sighed. "Okay, um, Robecca? Do I have permission to try and fix you? It might get a little . . . . personal." he told her. Robecca turned bright red as a dirty thought entered her processor, and she nodded. Ben quickly accessed the Omnitrix and cycled through the listings before coming across the alien he needed. He slapped the activation button and let the green wash over him as the changes began.

The first noticeable change was his size. He quickly shrank down from his good six foot frame to something a little under five inches. His skin turned a gray color and became moist. He felt his feet each lose two toes and become webbed. He lost a single finger on each hand as his eyes bulged out of his head. The most dramatic change Ben felt as he was changed was when he felt his part split into two parts, one that seemed slightly smaller than the other half. He suddenly understood everything about the world and its inner workings. The Omnitrix appeared on the back of his jumpsuit, completing the transformation.

"Now, uh, try not to wiggle." Greymatter laughed nervously and slipped off her small vest. He gulped and reached for her shirt as another jet of steam escaped from Robecca's ears. He quickly got it over with and tore off her shirt, closing his eyes as far as shut as possible while still being able to see. He blindly felt around for a panel, turning red after hearing Robecca giggle lightly touching her metallic breasts. He quickly found the hatch he was looking for and pried it open, opening his eyes so he could have a better look.

"Ooh, boy. Thank goodness I have all the tools I need here." he said. He hopped down from the table and scurried across the floor and climbed up to the counter, grabbing a screwdriver bigger than he was and making his way back To Robecca, who was watching his every move. At that moment, Spectra came floating in through a wall. "Hey, Ben! I just-" she stopped cold when she saw the situation. Spectra grinned and turned red. "Ben, you dirty boy." she scolded lightly, wagging her finger back and forth. "Don't patronize me, Spectra." Greymatter sighed, hopping up onto the table. "I'm just trying to repair Robecca's main frame. If you could hand me tools, we can exponentially increase the time it will take to repair Robecca before class begins." Spectra nodded and swooped down to hover next to the table. For the next ten minutes, the two repaired Robecca, Ben switching between Heatblast and Greymatter to fix her, using the Pyronite to fashion and melt the gears back into their original shapes.

"Almost done." Greymatter said from somewhere within Robecca's body. A few seconds later, he crawled out of the hatch and closed it, turning around as Robecca quickly redressed herself, the room in a constant cloud of steam. A flash of green light joined the steam cloud and Ben returned back to reality. "Thanks, luv." Robecca said once the cloud had dissipated and they each took their seats, Spectra and Ben sitting next to each other and Robecca sitting the row in front of them. "No prob, Robecca. I even managed to fix your internal clock while I was at it!" said Ben. Before he could even react, Robecca pulled him into a hug and kissed him full on the lips without hesitation. "Thankyouthankyouthankyouthankyouthankyouthankyou!" she cried happily. Ben's face was a new shade of red altogether, and Spectra's was in one of mild annoyance. "I can't thank you enough!" she cried happily, a thin trail of oil leaking from her optical ducts. Just then, the bell rang and students began streaming into the classroom every single one of them giving Ben an odd or angered look. Mr. Hack entered the room last, his beady eyes glaring at Ben. Ben whimpered and slid beneath his desk under the teacher's gaze before Spectra nudge him. Ben quickly recomposed himself and returned the glare, albeit poorly.

"Today class, ye will be making yer own creature," Mr. Hack began. "Ye'll each have to take one of the creatures in these changes and then fuse it with another!" Mr. hack cackled as he yanked back a curtain in the back of the room to reveal dozens of cages containing dozens of scared and whimpering creatures. There was a low thump from the back of the room and the entire class turned to see Jane Boolittle slumped onto the floor. "And ye can all thank our new student _Tennyson _for the inspiration!" Mr. Hack cackled at seeing Jane's reaction. Ben chuckled nervously as most of the class glared at him. The most threatening glare came directly to his left, from a tall, light blue skinned girl with long, white hair. She was decked out in a shiny dress that resembled ice and white furs and a large pair of furry boots. "Abbey does not like when _Tennyson _make friend faint." the yeti growled at him, saying his name like a curse. Mr. Hack saw the tension and grinned maniacally; he would do anything to get back Ben after humiliating him. What better way than to pair him up with one of the most temperamental students in his class.

"Pair up with the monster next ta yas, and grab a creature!" Mr. Hack commanded. Most of the students seemed either happy or indifferent about the new set of instructions, but Spectra, Ben, and Abbey were not among them. Spectra was unfortunately paired with Heath and Ben was stuck with Abbey, as they were the only four in the row. Ben chuckled nervously as Abbey glared at him and marched down the row of raised desks towards the cages. She returned with what appeared to be a small, baby elephant of sorts, no bigger than a small dog. "Why'd you pick that?" Ben asked.

"Remind Abbey of pet mammoth."

"Aren't those extinct?" Ben asked, confused.

"Not where Abbey is from." Abbey chuckled lightly. "Now, stop unnecessary chatter and let Abbey figure out solution." the yeti barked at him as she gently held the trembling elephant down. Ben glanced around and saw many other creatures suffering the same fate; Jane, sitting in the back of the class and gently petting a small tiger cub, refused to let her partner Hoodude get anywhere near the por animal. _There's gotta be a better way,_ Ben thought when he saw all the extremely sharp instruments and needles waiting for use. After getting their first creature and checking it over, most of the student body was heading back to the cages to grab a second animal to fuse with the first. Ben winced as Abbey got up from her seat to follow. And before he knew what he was doing, he grabbed her wrist.

"How dare you hand on Abbey." she growled quietly.

"Listen to me! I've got a better and much more _humane _way to do this!" he hissed, catching Jane's frightful stare out of the corner of his eye. Abbey cocked an eyebrow, but didn't move. Once he was sure she wouldn't move, he let go of his wrist and sucked in a breath. He had only done this one time, and wasn't even sure if it would work or. He wasn't even sure if he had the feature unlocked or not, but he to try. If not for the animals and his image, than for Jane. "Alright, Omnitrix. Um, activate Fusion Mode?" he guessed. After a few minutes, nothing happened.

"Five minutes class!" Mr. Hack cackled as he watched his students grab the cold metallic instruments. The animals all whimpered and cowered as the students prepared to work. Jane was holding her tiger tightly, hoping Ben would hurry up.

"Pft. Abbey knew Normie was fool." she grumbled until she heard a futuristic hum and turned to see the Omnitrix's normally black watch face glow green. "Please select the species you would like to fuse." the watch said in a motorized voice that resembled Ben's. Ben turned to Abbey and gave her a confident smile before returning to the watch. "Um, Artiguana?" he guessed. It normally wouldn't have been the first alien to pop into his head, but he was desperate to prove Abbey wrong, save Jane from having to perform the horrible experiment, and show Mr. Hack up in class once more. "Accessing Polar Manzardill DNA. Please push the button to begin." the watch asked, its face blinking green. Ben grinned and aimed his wrist at the quivering elephant. "Don't worry, lil' guy. This will be absolutely painless." he told the animal. Surprisingly the animal stopped shaking and scampered to the floor. Ben glanced back and saw Jane smiling. Ben nodded and slapped the watch face, a green beam of light shooting out from the Omnitrix and striking the little elephant, editing its DNA at the molecular scale.

When the flash of green light vanished, a pale blue elephant the size of a small car stood on the floor in front of Ben, experimenting with its trunk; it had a pair of fine icicles for tusks that curved around in front of it like a mammoth. It had a large, black shell on its back similar to Artiguana, with four large fins running down the back. Four blue claws curved out from the animal's toe nails. "Wow. That worked better than I thought." Ben said to himself as Abbey starred. The elephant, seeming to be happy with its sudden upgrade, blasted a jet of icy vapor from its trunk at Abbey, freezing her instantly. The yeti didn't seem to be affected however, and seemed to actually find it refreshing. "Hmm. Abbey was wrong." she said to herself as Ben threw her a cocky grin. "Told ya." he said when a nudge from his right caught his attention, turning to see Spectra pointing a finger at a small tortoise huddled deep within his shell. The fact that Heath was trying to put a comforting (and flaming) hand on his shell wasn't helping in the slightest. Ben nodded and turned back to the Omnitrix. "Heatblast, please." he asked. "Pyronite DNA recognized." the watch beeped. Ben slapped the watch face and another ray of green light hit the tortoise's shell. The flash of green light vanished, and the tortoise, now the size of a large dog, poked its head out of its shell.

The tortoise had a rock plated shell with lava between the cracks. It stood on four rock pillar legs with fiery claws on each end. It's hard, rock head was smoking, curls of wispy smoke rising from its head before it suddenly burst into flame. The animal jolted, and a jet of flame erupted out of its beaked mouth and flew past Ben's head, striking the wall behind him. Heath cheered and stroked the turtle's shell, finally happy to have a pet. For the next two minutes, Ben quickly crossed the DNA of all the animals in the room with DNA from the Omnitrix while Mr. Hack dozed off. By the time he was finished, there were a variety of hybrids, including a Tetramand/monkey, Petrosapien/bat, Citrakayah/tiger, Gimlinopithecus/cat, and Appoplexian/canary (which was currently and unsuccessfully trying to wrestle Ben's elephant to the ground). The bell quickly ran, jolting Mr. Hack and sending him out of his chair. "Alright, lets see hows ya did." Mr. hack grumbled, confident that no one, especially Ben, would have completed the assignment. Needless to say, he nearly fainted when he came across the small menagerie of hybrid animals that were playing around the lab.

"Fine. Everyone passes," Mr. hack grumbled. "Please bring your creatures to the front so that they may be put down." Everyone gasped upon hearing those words, and Mr. Hack's frown quickly turned into a broad, and cruel smile. Every animal was huddling up in the corner, shivering at the sight of Mr. Hack. And before anyone could do anything, there was sudden purple blur, and Mr. hack was down on the floor, with an infuriated Jane Boolittle throttling him! "Don't you dare hurt those poor creatures!" she yelled, the class watching with surprise and shock; out of all of them, the shy and usually hidden Jane Boolittle was the last person they expected to attack their sadistic teacher; Ben, Spectra, Heath, Abbey, even one of the nameless background students would have seemed more likely to attack their teacher over his threat. After a few short minutes, Ben and Abbey quickly pulled an infuriated Jane off of a dazed Mr. Hackington. Ben turned to the animals and quickly jerked his head towards the door. The animals all got the idea and quickly fled the classroom, startled yells and cries coming from the halls as the creatures fled the building.

Jane! Calm down!" Ben rasped as the students quickly left the classroom. Abbey, Robecca, and Spectra stayed behind, Robecca propping Mr. Hackington at his desk so that he would hopefully believe it to be a dream. "It's over!" Ben cried shaking the girl's shoulders. Jane was heaving deep breaths now, attempting to calm down. She eventually did after a few minutes. "I'm good." she breathed. "Thank you, Ben. I don't know what I would have done had you not been here." she added, turning a bright red and hugging him tightly. Ben returned the hug and grinned like an idiot as Spectra rolled her eyes; another girl she would have to share Ben with. And something told her it wouldn't be the end. Abbey scoffed and left the room, her cheeks turned a bright pink. Robecca thanked Ben again and left the room, putting a little more swag and movement in her stride for Ben, who's face turned a deep shade of red. Jane gave him a quick kiss and left the room to search for the run away animals.

"Jealous?" Ben asked Spectra.

"A little." Spectra said, hugging her boyfriend. "But I think I can share. Come on, we're late for Dead Languages, and I know a short cut." she added, taking Ben's hand and leading him down the hallway. "Let me guess: we're going to the catacombs?" Ben guessed. Spectra nodded and they stopped at the school's entrance, pushing the door open and walking their way down the staircase. "What exactly do you have in mind?" Ben asked as they rounded a corner and came into a large, round chamber. Several dragons, their heads poking out of openings in the walls, sat around the chamber, a sign and a large feather near them. Several zombies lurched around the room, and as Ben watched they seemed to be doing something. Ghoulia walked past them, giving them a wave and one of her smiles before walking up to a dragon with a calculator on its sign. She picked up the feather and used it to tickle the dragon's nostril. She quickly set the feather back into its holder and braced herself as the dragon suddenly sneezed and sent her rocketing across the room and down another tunnel. Several more sneezes followed as Spectra dragged Ben towards a dragon with a crudely drawn, and very poor, picture of Mr. Rotter on it. Spectra picked up the feather and quickly tickled the dragon's nose, tossing the feather aside and grabbing a hold of Ben's hand just before the dragon sneezed and sent them skyrocketing through a vent. Ben and Spectra whooped and screamed in fright and excitement as they flew down twists and turns and over a large cavern that held the notorious Kraken, which swatted at Ben and tried to eat him. They eventually came to a skidding halt next to a large vent outside of Mr. Rotter's room, with a couple minutes before the bell would ring.

"Hmm. Who knew there was a Zombie Super Highway underneath the school." said Ben, when he felt a tickling down by his leg. "Spectra, knock that off." he chided his ghoulfriend. "I'm not touching your leg, Ben." Spectra said, holding her arms up where he could see them. Ben slowly glanced down and nearly yelped with fright when he saw a small animal the size of a beagle curled around his leg, shivering slightly. The animal was a pale yellow and resembled a lizard with horns and a pair of large, bat -like wings. "Is that a dragon?" Ben asked Spectra, prying the poor creature off of his leg. Spectra nodded and Ben gave the situation some thought. "Are you lost little guy?" he asked.

The dragon nodded and hissed.

"In that case, use your little dragon senses or something and go find a girl named Jane Boolittle. She'll be able to help you out better than we could." he instructed the animal. The dragon nodded and flapped its wings, flying down the tunnel towards the Creature Cavern. Once they were sure the animal was on its way, Spectra and Ben made their way out of the vent and into class, just as the bell rang.

**And there we go. I'm sorry, but like a previous chapter, I started writing this, all excited and everything, and then I eventually got tired of it. I'm pretty sure some of you writers out there know what I'm talking about.**

**FYI, this is probably the closest this story will ever get to being a lemon. The scene at the beginning of the story was inspired by an idea from loyal reader, _Darkmagicdragon_. Thank you! If you have any ideas for this story, don't hesitate to post them in the reviews or PM me. And again, if an idea of yours doesn't make it into the story, write your own! I'm feeling a little surprised at how many members of FanFiction there are that don't have a single story to call their own, and this story has multiple.**

**A guest that goes by the name of _Fantasy Fan_ has requested that I do a Ben 10/Ever After High story, possibly as a sequel. I am highly considering it, but I want to hear what you think, if this is a good idea or not. And if I catch any of you stealing my idea, I will personally sick Rath, Humungousaur, Four Arms, Way Big, and Atomix on you (seriously, I officially had the idea for it and call rights. No stealing!).**

**I have gotten a lot of reviews and messages asking for Skurd, and I will announce now that he will appear next chapter! Lets just say he has been . . . . hibernating or something until then, okay?**

**Until next time, ghosts and ghouls!**


	12. Big Fat Monster Wedding

**And I'm back with another chapter! I swear, this would have come out faster had my computer not back acting like a total BEEP! Sorry about the foul language, but I literally had to rewrite this thing from memory, and I was so _close _to being finished!**

**Computer problems aside, I just want to say I appreciate every single one of you out there, those who have made this story one of the most popular I have ever written or come across on FanFiction. Go ahead, pat yourself on the back!**

**As always, please comment and review and send me your ideas! I have a basic plot set out, but I'd be more than happy to hear any suggestions for this story and the confirmed sequel. Again, if your idea doesn't make it, don't be afraid to write your own version of this story, but try to have some creativity with it. Seriously, no one likes a copy cat.**

**Enjoy!**

Ben cursed under his breath as he ran down the halls as fast as he could. He would have turned into XLR8 or Fasttrack, but Headmistress Bloodgood had put a ban on those transformations for safety/sanity reasons, as most teachers found it quite distracting when locker doors were torn from the walls from the sheer movement of those forms. That being said, Ben was late for gym, a subject he mostly did well in thanks to the Omnitrix. No matter what Coach Igor threw at him, he was able to accomplish it, much to the other student's annoyance.

He turned down another hallway and was about to run off at a mad speed when a hand grabbed him by his white hood and yanked him back, briefly choking him as he slammed him into the lockers. Ben saw stars for a few brief seconds before locking eyes, or shades, with Deuce Gorgon. Ben's face became frightened as he waited for Deuce to tear away his sunglasses and stone him, becoming a statue to be set outside for the gargoyles to perch on. Except nothing happened. He didn't feel his insides become hard, or hard rock crawl up his skin. Absolutely nothing happened.

"I need your help."

Those four words jerked Ben out of his state of terror to stare at Deuce with a confused look on his face. "Aren't you going to, you know, stone me?" he asked, a little startled. Deuce rolled his eyes (at least Ben thought he did. It was hard to see past those dark sunglasses). "Dude, as much as I would _love _to turn you into a statue, I need a favor. Two actually."

Ben cocked an eyebrow, but was listening. If it helped him get on someone's good side, he was more than ready to do it, as long as it didn't endanger someone else. "Alright, what is it?" he asked.

"Cleo's birthday is coming up in a week, and I have no idea what to get her. I figured since your a ladies man, you might know what to do," Deuce explained. "What do you get the girl who has everything?"

Ben blinked, not quite comprehending the words that met his ears. Since when was he so good with the girls? Sure, he was in a relationship with Spectra and Skelita and possibly Robecca, he wasn't normally this good. Back at home, he had his fair share of relationships, and those never turned out well. Julie, for a while, had been a steady girl to be with, but that quickly changed with Ben's ever growing popularity (not to mention an awkward phone call). Not many girls liked when thousands of fan girls wanted their boyfriend;s autograph 24/7, or when they had to bend and twist their schedule around just to spend time with them. Ester had been a little better, but thanks to Spanner's meddling, he didn't know where their relationship stood. Kai, no matter what Spanner had said, was everything Ben wasn't, which drove him crazy. Looma and Attea didn't even like him or him, just his different forms. In a word, Ben's love life had never been successful.

"You sure you got the right guy?" he asked. Deuce grinned, assuming it was a joke. "Dude, we aren't blind. Every guy in school hates you because they want to _be _you. They've seen how ghouls turn their heads when you walk down the hall with your ghoulfriends, wishing that could be them. I've seen inside their lockers; they've got photos of you, drawings, a few even have a shrine! Even the ghouls who are already in a relationship have a crush on you! Cleo even treats you with _actual respect_!" Ben nodding, knowing how hard the mummy usually was, though she had her moments.

"So, you need help figuring out a present for Cleo?" he asked, sliding down the lockers to sit on the floor, Deuce following him. "I don't know what to get her. She's rich and has everything she could possibly ever want." Deuce said. "She likes fashion, shiny things, and herself if that helps." he added. Ben nodded, an idea forming in his head. It would take a while, but if he had enough time, he would be able to finish it. "Alright. I need a picture of Cleo, a private work space, and a chisel. Can you get me those things?" he asked, Deuce nodding his head. "Now about that other favor . . ."

"What is it?" Ben sighed. The bell to signal class had begun had long since rung, but neither boy seemed to notice.

"Okay, so Cleo's cousin is getting married. She's a little paranoid, which is kind of understandable, being rich and all. Either way, she needs security, and lots of it. I can't be it, because I'm Cleo's date to the wedding," Deuce explained. "Draculaura told me what happened earlier this morning, and I'm thinking I'm talking to the best bouncer I've ever met."

"Wait, wait, wait. I can't just play bouncer for a wedding. I tried doing it another time and it-"

"It pays $100.00 an hour." Deuce interjected.

"Deal." Ben sighed. "But you owe me big time." Deuce nodded and gave him the date, throwing him a thumbs up before dashing off in the direction of the library. Ben got up from the floor and ran the rest of the way to gym, yanking the door open just in time to dodge a ball aimed right at his head, falling down on his butt. The class, apparently, was engaged in a game of dodge ball. Several nameless students lined the bleachers, having been knocked out of the game. Lining one side of the court was Draculaura, Ghoulia, Heath, and another boy that Ben had never met. On the other side, was Manny, Clawd, Jackson, Clawdeen, and another ghoul Ben hadn't seen. As he got up from the floor, Coach Igor scowled at him and jerked a thumb towards Draculaura's side, the vampire sighing with relief when Ben joined the game, slipping his sweatshirt off and tossing it towards the side. "Two transformations, Tennyson! That's all you get!" the deformed human called across the gym. Ben cursed under his breath; he would have to save his transformations.

Manny, grinning maliciously, scooped up a ball in his large hand and aimed right at Ben's head. Ben instinctively went for the Omnitrix. "I wouldn't if that if I were you!" a gentlemanly voice yelled. Ben paused, yelping and diving to the floor as the ball rocketed over his head and crashed into the wall behind him. Ben's eyes widened in remembrance when a small, snot-like goo bag oozed onto the Omnitrix, glaring at him with his tiny black eyes. Skurd folded his tentacles over what Ben could only assume to be his chest. "Well? Are you going to listen to me or not?" he asked, already knowing the answer. Ben, once again, ignored the Slimebiote and activated the Omnitrix, not caring what alien he was transformed into. Already, a few students on the bleachers had pulled out their iCoffins, ready to capture the epic battle to come. Ben slapped down on the activation button, letting the green light wash over him and change his DNA.

His skin turned a bright yellow and became hard and plated. His fingers and thumb melted together into sharp points, his arms and legs becoming jointed as he was forced to use his arms as extra legs. His lips protruded out from his face and turned sideways as they became cupped pincers. His eyes turned black with green slits as a bony protrusion grew from his brow, splitting in two and becoming forked as Ben shrunk down to the floor, to the size of a small dog. A green and white neck brace formed around his chest, the Omnitrix and Skurd appearing on his chest. "Ball Weevil!? Now?" he yelped, skittering to the side as a dodge ball bounced on the floor near him.

"I told you," Skurd scolded. "Do you ever listen? No, I don't think so. Not that you naturally think." he mumbled to himself.

"Less whining more helping!" Ball Weevil cried, running to the side. Skurd sighed, but stretched himself over Ben's body, forming his gooey self around the alien insect's antennae and morphing it into a pair of Florauna tendrils. Ball Weevil smiled and concentrated, the vines on his head growing thorns as they reached for the nearest red rubber dodge ball and chucked it across the middle line, only missing one of Manny's horns by an inch. The minotaur snorted in annoyance and grabbed the ball that had whizzed by head, chucking it back, aimed directly at Ball Weevil.

"Gah! Why am I always the target!?" he cried, running away like a vagabond.

"Maybe it has something to do with the fact that you started it?" Skurd commented. "Just a thought."

"Can it!" Ball Weevil shot back, skittering up the wall of the gym as dodge ball rained after him. He quickly ran across the wall and back down to the floor, grabbing a ball in each of his vine-like tendrils and chucking it across the other side, catching an unfortunate Jackson in the gut, sending the poor Normie to the floor. The monsters on the bleachers cheered as a sore Jackson crawled his way towards them, gasping for breath. The sudden attack seemed to fuel the other team like a gasoline to a flame. Without mercy, they each grabbed a ball and lobbed it at Ball Weevil, his team mates covering their heads from the barrage.

"If it's not to much trouble, could I get some help!?" Ball Weevil screamed at his team mates.

Ghoulia nodded and scooped a dodge ball up in her pale hands. She ran a quick calculation in her head before turning around and throwing the ball as hard as she could at the wall. The ball ricocheted off the wall and over Ghoulia's head as she ducked, sailing through the air and socking Clawd in the jaw with the force of a freight train. The werewolf fell down like a sack of potatoes as a shot from Draculaura bounced off his chest harmlessly. The vampire grabbed another dodge ball and aimed it at the strange ghoul Ball Weevil hadn't seen.

The new ghoul screamed and flapped her insect like wings, rocketing up towards the ceiling and out of harms way. "Sorry, Bonita!" Draculaura called, just as a ball socked her in the gut and sent her sprawling to the floor with a groan.

"Sorry, Lala!" Clawdeen yelled. Bonita, the skeleton-moth hybrid, swooped down from the ceiling and scooped up another ball and nervously tossed it at the other side of the gym, the ball harmlessly bouncing on the floor. Before the poor ghoul could even scream, Ball Weevil scooped it up in his tendrils and chucked it right across the gym, hitting the poor ghoul in the stomach and sending her to the ground with a sickening crunch. The entire gym winced, and Coach Igor blew his whistle, signaling a time out.

"Sorry!" Ball Weevil cried, just as the Omnitrix timed out and changed him back into Ben. He quickly ran across the gym, his sneakers squeaking loudly against the floor. He stooped over the frail girl and winced when he saw her crumbled, pink and black wings. "You okay?" he asked, reaching for her pale pink hand. Bonita winced, but accepted the help as she sat up and brushed her platinum hair out of her face. Her bright pink eyes widened as her set on Ben and her face turned a bright red. "I-I-I'm fine." she said nervously as the unknown boy from Ben's team walked over. He had gray, zombie-like skin and pointed horse ears under his long black hair streaked with bright pinks and blues. A single, pointed horn poked from the middle of his forehead as his bright colored horse's tail swished behind him. He wore a ribcage design shirt of primary colors and black pants with large, gold, spiked boots.

He touched the horn on his head, glowing pink and then quickly put his hands on Bonita's shoulders, the pink light washing over her. There was a series of short snapping sounds as Bonita's wings healed themselves. In a matter of seconds, her wings were completely healed and back in order. Bonita thanked the boy, Neighthan Rot, and flew over to the bleachers, her eyes never leaving Ben as she went over. Coach Igor blew his whistle again, and both Neighthan and Ben walked back over to their side of the gym.

Ben yelped and ducked as a ball rocketed over his head and crashed into the wall behind him, leaving a large dent. "C'mon, Omnitrix! Give me something good!" Ben begged.

"Oh, why do you even bother trying?" Skurd wondered. Ben ignored him and slapped the activation button, letting the green light wash over him and change his DNA. His skin began to crawl as it hardened smoothed into something similar to an exoskeleton, yet not at the same time. It turned black as it raced over his body, blue blotches with lighter centers appearing all over him. His fingers became sharper as they turned into claws, and he could feel his toes melt into toe as a third claw sprouted from his heel with a loud grinding sound. His teeth fused together into two plates that felt like they could bite through almost anything as his eyes widened and became larger, turning a bright green with three dots. Muscles piled themselves up on his chest and arms, but the most important and noticeable change however, was the itching sensation he got on his back and head. With a sudden, sickly sound, four large wings ripped out of his back, bigger than his entire body. Two large antennae burst out of his head. The wings and antennae flapped around for a few seconds before gently and silently wrapping around their owner like a cloak. The final piece of the transformation was a suddenly chilled feeling in his core, a feeling that ran through his veins and arteries that felt as cold as ice.

"Big Chill? Is this your doing, Snot Bag?" the Necrofriggian rasped at Skurd.

"So what if it is? That girl seems to like it." Skurd chided, pointing with a small tentacle towards Bonita. Big Chill turned to gaze at Bonita, whose face as red as a tomato. At least, he suspected so; it was hard to see when her hands were covering her embarrassed face, only a single pink eye being visible through her fingers.

"Dude! Stop checking out the ladies!" Heath yelled.

Big Chill nodded and picked up a ball in his claws, flapping his wings and taking to the air. Out of the corner of his eye, he saw Bonita grow even redder, the color spreading out to the rest of her body. He smirked and breathed an icy vapor onto the red rubber ball, coating it in ice crystals. He wound up his arm and chucked it across the gym, grazing Clawdeen's hair before crashing into the wall and shattering into a hundred pieces. The werewolf growled and heaved another ball at him, Big Chill quickly telling every cell in his body to become abstract. The ball sailed harmlessly through him and fell to the floor, Big Chill chuckling.

"You can't hit what you, um, can't hit." said Big Chill.

"Really? That's the best you can do?" Skurd asked. Big Chill didn't answer and swooped down low, scooping a ball in his hand and tossing it to Ghoulia. The zombie did another calculation in his head and lobbed it towards the other side where it bounced harmlessly across the floor before it got sucked into an open air vent came rocketing out another, bouncing all over the gym at high speeds. Neighthan ducked to the floor and Heath ran away when it bounced at his feet towards the ceiling. Big Chill folded his wings in front of him and deflected it to the other side where it struck Clawdeen in the head, sending her out of the game. The girl shot an angry glare at Big Chill and walked over to the bleachers.

"What did I do?" he wondered, yelping as Manny chucked a ball at his head. Heath was quickly struck out (having to be carried off the court). Neighthan lasted a little longer, getting struck out when he stumbled over his own two feet and fell to the floor, getting hit with a ball on the head and popping it when it landed on his horn. Soon, it was just Ghoulia and Big Chill left, and from the look Manny was giving him, the Necrofriggian knew he was next. "Um, Skurd? Got anything useful up your sleeve?" he asked the Slimebiote.

"You do realize I don't have sleeves, right?"

"Stop being snarky!"

Skurd sighed and stretched himself over Big Chill's arm, changing the structure into a Segmentasapien gun, of which he dubbed the Bloxx Lobber. "Yes! Except, I can't use blocks. Nice." he sighed.

"Are you really that ignorant?" asked Skurd.

Big Chill didn't answer and instead jerked to the side as a dodge ball whizzed by his head. Manny growled, and his eyes traced over to Ghoulia. The only way to knock the over sized bug out of the sky was to get rid of his lackey. He picked up a red rubber ball and squeezed it between his large fingers. Sweat poured down his forehead as he prepared to send the zombie girl into a world of pain. He swung his arm forward, aiming directly for her chest where he couldn't possibly miss. Time seemed to slow down as the ball rocketed through the air, aimed right at the distracted Ghoulia. Big Chill blinked and flapped his wings as fast as he could to get to Ghoulia, to somehow save her from Manny's wrath. Not that he assumed that Ghoulia was completely defenseless. From what he had heard, she was the smartest student in school, smarter than even most of the teachers. The girl had a brain and she wasn't afraid to use it.

Time spend up as he dove in front of Ghoulia and spread his wings to cover her. He jabbed his gun out to deflect the ball, only to have it sock right into the barrel of his weapon. Big Chill grinned as Ghoulia peeked out from behind his wing span, smiling one of her grins as Manny looked fearful. Faster than the minotaur could move, Big Chill aimed the Bloxx Lobber and shot the dodge ball out, striking Manny square in the back and sending him to the floor. Coach Igor blew his whistle, ending the game, just as the Omnitrix timed out and changed the Necrofriggian back to Ben.

"Now that was a _ball_," Ben joked as Ghoulia moaned and face palmed herself.

"Really?" Skurd sighed.

* * *

"I hate you," Charmcaster growled. As to whom she was hating, was a crudely drawn picture of Ben Tennyson that she had managed to draw before the officers put the straight jacket on her. Forced to forever stare at that cocky grin of his, Charmcaster sat in her cell, waiting. It was all she could, given that her hands were useless and she was most likely to rot in there for years.

"Just like the bag." she grumbled under her breath, remembering how Ben had managed to trick her to get sucked into her own bag. After months of rotting away in there, she had managed to find a way out, only to find herself rotting in another prison, without a hope of escape. She would sit there for years, locked away from the outside world, no one caring about whether she would make it out or not.

"Yo, Crazy Lady! Yer outta here." a guard grumbled, clanging his baton against the bars of her cell. Charmcaster blinked and struggled to her feet, her arms still pinned behind her back as she ran over to the front of her cell. "Somebody decided to be nice and pay ya bail." the cop grumbled as he stabbed the key into the lock and opened the door to the cell, using another key to unlock Charmcaster's straight jacket. She rubbed her sore hands as the guard led her down a long hallway lined with other cells, containing much more . . . problematic prisoners than her. The other inmates scowled and yelled at her as she walked by them with a winning smile on her lips. A particularly nasty inmate, a large sea monster dredged in seaweed and barnacles, hit the bars of his cell with so much force that they nearly bent and twisted to his will. Charmcaster quickly slipped by him before he could reach through and tear her tiny head from her body with one of his giant, webbed hands.

Eventually, they came to a locked door, which the bored guard (ironically a Normie in a Monster prison) unlocked with yet another key on his key ring. They stepped through to the other side of the door, the guard pulling the door closed behind them and the roar of the inmates suddenly seizing to exist. In the room they were currently in was a large desk with a secretary of sorts at the front. The walls were drab and gray and had a row of metal chairs lining the wall. Bars were put over the windows after wire mesh and electrified wire. Despite all this extra security and loss of hope, one man seemed to actually enjoy it. That man was sitting in one of the chairs, reading a newspaper until Charmcaster was brought in. The man looked up and closed the newspaper, smiling at Charmcaster before he began to fill out some forms. Charmcaster watched the man carefully.

She had never seen him before in her life, and she didn't know whether to trust him or not. What she did know was that he bad. Very bad. But he was very good at acting. She saw behind those kind and heroic eyes a monster. And not the kind of monster she had seen in the past few days. This kind of monster was in the figurative term, a blood thirsty monster out for power. And she liked it.

"The name's Van Hellscream by the way," the man suddenly said to her. She looked him over, and was thoroughly surprised at what she saw. He was very well muscled and had long locks of gold colored hair amongst his beard. He had sharp, confident blue eyes, and wore a brown trench coat over a white shirt with a fancy tie. "And I understand you were falsely accused of hurting a monster, correct?" he asked.

"Yeah, so?" she wondered.

"The point my dear, is that the monster you _attacked_, should have been in that cell, not you." Van Hellscream explained as they walked out the doors of the small town prison and down the sidewalk. The building looked much more frightening on the outside, especially considering it barbed wire over its electrified chain link fence and then a moat filled with piranha surrounding that, though she figured most of those safety measures wouldn't harm half of the monsters in there. "Monsters, by nature, are blood thirsty. The only reason they haven't turned on the entire human race is because they are too busy fighting amongst themselves. Most of the time," he added. "And I think you know why."

"Ben Tennyson?" Charmcaster guessed.

Van Hellscream blinked. This was not the answer he was expecting. And the way she said it made him more curious. "No, it's Monster High. I'm sure you are familiar with the place?"

Charmcaster nodded. "Good. Monster High's ultimate goal is to unite every monster species in existence into one big army before turning against the human race. My goal is to keep the monsters busy so that they leave the humans alone," he told her. "But please, tell me. Who is this Ben Tennyson?" he asked. Charmcaster grinned; the man was fruitlessly trying to turn her over to his side so she could do some sort of dirty work for him. And she was more than happy to do it, and she would probably gain an ally in doing so too. The pair then came to a fancy red sports car, Van Hellscream taking the wheel and Charmcaster sitting the passenger seat as they drove along, Charmcaster telling Hellscream just who Ben Tennyson was. And the more she told him, the angry he got.

"Hmm. Interesting. After the job, we'll have to go after him next," he mumbled to himself.

"What job? If you're hiring, I'd be more than happy to help." said Charmcaster. "Especially if it means you'll help me get rid of Tennyson."

Van Hellscream nodded; he had picked the perfect person for the job. He just needed to hire a little more muscle if it was going to work out. "There is a wedding in two days time," he began. "Between a pair of mummies. As mummies have no naturally enemies, we need to make it look like members of the vampire and werewolf species kid napped each spouse. While the werewolves blame the vampires and the vampires blame the werewolves, each desperately searching for the others hostage, we will take the happy couple up to Howling Moon point and throw them into the lake below, where they will never be found again. Thus, the tension between vampires and werewolves grows, and the human race is safe once more. All I need you to do is dress up like a vampire and kidnap the groom while some other hired hands of mine dress as werewolves and kid nap the bride. Any questions?"

Charmcaster shook her head. She liked the way the man thought.

* * *

"This job of yours had better be worth it," Spectra grumbled, crossing her arms as she floated on one side of the gateway.

"Have I evers steered ya wrong?" Bullfrag croaked.

Spectra smirked and was about to answer when Deuce, dressed in a black tuxedo and sunglasses, and Cleo, dressed in a fetching blue ballgown, walked up to them, arm in arm. "Holds up! Name?" the Incursean asked, pulling out a clipboard from his pocket and looking it over.

"C'mon, Ben! You know its us!" said Deuce.

Bullfrag grinned. "Yeah, I know. I just gotta make sure, ya know?"

Deuce nodded and pulled Cleo through the gate, the Queen Bee throwing Bullfrag a warning glare as she walked past. Bullfrag sighed and rolled his eyes. "I just hope this works," he grumbled. For ages he had been trying to get on Cleo's good side, but to no avail. The mummy just wasn't listening. He sighed and pushed the thought out of his mind. For next hour he managed the gates, checking off couples on the list. A few of them, such as Clawd and Draculaura, he knew from school, which made things a little easier for him. After a half hour, he checked off the final guest on the check list. "Shall we?" he asked, taking Spectra's arm. The ghost smiled and put on a pair of dark sunglasses to match her own, straightening her single black dress and then taking his arm as they walked down the short walkway to the outdoor wedding. As security, both of them would be positioned on either side of the entrance/exit, making sure no one made it.

On one side of the alter was a tall mummy wrapped in the finest golden bandages. He wore a Horus headdress (whether this was his real head or not was up to debate) with gold and indigo colored feathers amongst a polished beak of pure gold. He wore a black tuxedo with an African Lily corsage and held a pharaoh's staff in one hand as the music cued up. Bullfrag and Spectra quickly stepped on either side of the door and stood ridged and straight as the bride came walking down the alter. She wore bandages like her spouse and had her brown and golden colored hair pulled back into a ponytail. She had a blue rhinestone under her beautiful eyes and wore a bright blue wedding dress as a dozen golden colored scarab beetles held up her train.

"You see anything?" Bullfrag whispered to Spectra. She blinked and looked around the wedding, looking past the rows of guests and strands of glowing lanterns strung over head. Off to the side was a concession table with a large, pyramid shaped wedding cake, punch bowl, and Egyptian finger foods. Nothing looked suspicious as the bride made it up to the alter and waited as the priest began speaking. "Bet you five dollars someone in the audience will fall asleep." Bullfrag murmured to Spectra. She about to answer when she heard a soft, low snore from the back row of guests and turned to see Clawd dozing off and Draculaura looking peeved.

"Uh, no thanks."

Bullfrag rolled his eyes and continued to look out over the audience. Besides Deuce, Cleo, Draculaura, and a now sleeping Clawd, he recognized a few many faces from Monster High, including . . . her. She a thing of beauty, too gorgeous for words. Her black and white hair hung back over her shoulders. Her pale green skin shone in the moonlight, her mismatched eyes looking stunning. She wore a black dress with blue, vertical stripes down the skirt. A pair of blue heels sat on her feet as she watched the ceremony, dateless and still apparently heartbroken. She was barely paying attention to the ceremony. "Cover me," Bullfrag whispered to Spectra. "I've some quick business to take care of." Before Spectra could stop him, he ran out of the wedding and ducked behind a tree, slapping the Omnitrix on his suit. Th green light washed over him, briefly changing him back to his human self before beginning the second transformation. He felt the skin around his skull slowly vanish, as if some flesh eating parasite were eating at it. His skull slowly turned upside down as the bones ground and shifted with a sickening sound. The teeth became sharper as new, thicker skin covered his face and his eyes molded into one. His fingers turned into dagger like claws that felt like they could slice through someone's soul. His legs wrapped around each other into a sort of ghostly tail as thick, green chains formed around his neck and wrists. The Omnitrix appeared on his chest, the chains all meeting together at the same spot as a dozen writhing tentacles suddenly spilled forth from Ben's insides. The transformation was complete.

"Ghostfreak!" he called out.

"Why must you still call them out?" Skurd asked from the Omnitrix.

"I've been asking myself that same question, but never got around to finding a reason. Force of habit, I guess," Ghostfreak rasped. "Now, if you could please just be quiet . . ." Skurd sighed and oozed off to some part of the Ectonurite's body. Ghostfreak then proceeded to phase through the ground, following the wonderful scent of warm bodies from beneath the wedding. He soon found Frankie out of the dozens of guests and, finding no one sitting next to her, moved upwards to her right. "You enjoying yourself?" he whispered. Frankie jumped and nearly screamed before she realized who it was. "Oh. It's you," she said, feeling quite depressed. "Fine, I guess. How are you and Spectra?"

Ghostfreak sighed, sitting on the chair next to her instead of hovering over it. "Good. You, you know, okay and stuff?" he asked.

Frankie sighed. "Not really, no. I'm surprised your even talking to me again, after the way I treated you."

"Nah, I had it coming," Ghostfreak admitted.

"You can say that again," Skurd whispered.

"Shut it, Snot Bag!" Ghostfreak rasped. Frankie gasped and looked hurt at the harsh words. "No, no! I'm not talking about you! I'm talking about Skurd, this green parasite that won't leave me alone!" Ghostfreak quickly explained, holding up a hand to show Frankie, sighing with relief when Skurd turned out to be on it. Frankie seemed to calm down a little, and returned her attention back to the ceremony.

"I don't suppose you'll ever forgive me?" Ghostfreak sighed after shooing Skurd away for a bit.

"I don't know, Ben. After what happened, I'm not sure if I should even be talking to you." Frankie answered, closing her eyes and letting a single tear fall from her face. "Can you just . . . ?"

Ghostfreak nodded and let his body sink through the chair and into the ground, keeping his head up for a few seconds to deliver a last message. "If you want to talk, just let me know." he said, fully sinking into the ground and moving back to Spectra. Frankie sighed and undid the stitching on her head, a habit she did whenever she was thinking. Should she forgive Ben? He was incredibly sorry, and had tried to apologize professedly. He truly never did mean to hurt her, but she just didn't know. She just didn't know if she could take another heart break. Out of all the ghouls in her little gang of friends, only she had ever experienced a multiple heartbreak. Draculaura and Cleo's relationships were strong and steady, and Lagoona could even fit into that category when Gil's parents weren't involved. Clawdeen never really got all that interested in boys, preferring to let her ghoulfriends have all the fun. Abbey hadn't exactly found a boyfriend, but with the way she was with Heath around, that could soon change. Only Frankie had ever had multiple boyfriends stripped of her; Jackson/Holt, Andy, even Neighthan to an extent, even though they technically never dated. She just didn't know if she was ready to dive back into a relationship again.

Her thoughts were broken when there came in all mighty scream from the front of the party, and Frankie looked up to see a pair of burly werewolves standing on either side of the bride, reaching for her as her spouse struggled against the grip of a vampire. The guests were in an uproar, screaming and running about, most too scared to do anything. Deuce attempted to take off his glasses and freeze the goons where they stood, but with so many people running about, the risk of hitting someone innocent was too high. Ghostfreak quickly slapped the Omnitrix symbol between his chains and let the changes begin as he was briefly changed back into his human self.

The first change was incredibly major. Ben could feel himself being literally cut into strips through some unseen force, as if being cut by a giant pair of invisible scissors. He could feel his bones and organs disappear altogether, and for a brief moment Ben wondered if he was going to die within seconds. Except he didn't. He could feel each strip of body vibrate with health, as if each were alive in its own way. Like magic, they twisted themselves make together into a crude, muscled figure with exaggerated fingers and toes made of thin strips. He could feel his face harden and become flat, turning pointed and green and black in color. The face plate sat itself on top of the bandaged shoulders as a green and black headdress appeared on his head, a wide collar appearing on his neck as two tendrils sprouted from his back. Black and green braces appeared on his arms and ankles, a green belt with the Omnitrix on it appeared around his thin waist, finishing the transformation.

"Come on, Snare-oh! Don't fail me now!" he cried as he thrust his hands forward and stretched his fingers out. The elongated fingers wrapped themselves around on of the werwolve's shoulders and yanked him back, pulling him through rows of chairs before he was flung skyward. Snare-oh drew back his fist and socked the monster in the jaw, sending him to the ground where he stayed. The second werewolf growled and lunged at Snare-oh, catching the Thep Khufan off guard before he was hit over the head with a glowing lantern, his fur catching fire. "How dare you ruin my cousin's wedding!?" Cleo seethed, breathing hard as her mascara began to run. Snare-oh backed up as Cleo grabbed a metal chair and hit the werwolf over the head with it, keeping him down. Snare-oh then decided to stay away from Cleo for the rest of the night and focused on making sure the happy couple to be was safe. He quickly scoured the grounds and found the groom and bride furiously trying to beat back the single vampire that had shown up. The attacker had pale white skin and blood red nails and lips, hissing as she riased her hand and let a pink orb form in it.

Snare-oh gasped; he recognized that pink magic anywhere. With hesitation, he pushed through the throng of panicked people and tackled the vampire to the ground, wiping his hand across her face as they wrestled on the ground. The vampire hissed and slashed at him with nails, slicing off Snare-oh's fingers. The quickly grew back as Snare-oh drew back his fist and and jabbed it downward, Charmcaster's head jerking to the side and out of harm's way. "You'll regret you ever met me, Tennyson!" he hissed, thrusting a hand at him and unleashing a wave of pink mana at him and sending him off of her. "Too late for that!" he moaned from the ground.

"This is payback for every single thing you and your bratty cousin ever did to me!" she screamed, reaching into her pouch and pulling out a pink powder.

"Everything!?" Snare-oh whimpered as Charmcaster blew on the pile of pink ash and let the cloud wash over her, making her bright pink eyes that only thing visible as she chanted a spell that he couldn't quite make out. He quickly realized what was happening as the pink cloud vanished and a large, dark pink dragon appeared where Charmcaster had once been. The dragon roared and unleashed a jet of flames across the grounds, causing the crowd to panic even more.

"Ben! Do something!" Spectra urged, appearing next to him. "I'll try to draw her attention!" With that, she flew upwards towards the dragon's head, whizzing and swooping around the dragon's jaws, taunting it and making rude gestures as the dragon focused on her. Snare-oh took the chance and got from the ground rushing towards the front legs of the dragon and unleashing his bandages on them, tying them together without Charmcaster knowing. "Hey, Ugly!" Snare-oh taunted. Charmcaster growled and breathed another jet of flame at him, the Thep Khufan jumping just out of the way before his bandages could catch fire. Charmcaster growled and stepped forward, only to fall flat on her face and stay there, struggling to get to her feet. As she did, she twisted her neck around, her jaws wide open with fire streaming freely. Snare-oh gasped and stretched his bandages out to their maximum length, curling around the waist of a distracted Cleo and yanking her out of harm's way as the searing hot flames burnt the ground she was previously standing on to ash. The dragon fruitless flapped its large wings, the gusts of wind picking up chairs and lanterns and unfortunate guests who weren't lucky enough to have escaped already.

"Clawd! Help!" Draculaura screamed as her grip on a strand of lanterns loosened and yanked her into the air. With Cleo holding onto him tightly and his bandage toes thrust into the ground as deep as they were go, he shot out his fingers again, grabbing Draculaura in them and pulling her back to her, hugging her frail body tightly against his own. He saw Clawd out of the corner of his eye and expected to see extreme annoyance and jealousy on his face. Instead, he saw relief and satisfaction in his eyes. Maybe he was starting to make amends? He didn't have time to think about that as he pushed Cleo and Draculaura out of the way of another jet of flames, telling them to get to safety while he handled Charmcaster. Snare-oh sudden heard a cry of pain and turned to see Frankie flat on the ground, Charmcaster's tail poised right above and ready to crush her. Snare-oh didn't exactly know what happened next, but those who saw him knew not to get on his bad side.

Barely thinking, he stretched out his fingers and wrapped them around Frankie's wrists and pulling her out just in time as the tail came crashing down. He dragged her through the dirt, twisting and turning to avoid the jet of flames that followed closely behind. Frankie was screaming in fright as they fire got closer and closer when she was suddenly thrown right up into the air. She looked down t see Snare-oh's right arm suddenly become red and metal plated, four gray digits forming on them as a jet of water blasted the dragon in the face. Then she came falling back down, screaming before she landed safely in Snare-oh's arms. "You okay?" he asked.

"If being dragged through the mud to avoid getting burnt to a crisp by a fire-breathing dragon is okay, then yes, I'm absolutely fine." Frankie joked. Snare-oh's bandages curved upwards at the joke but quickly turned down when the dragon with fury. "I will get you Tennyson! And your little ghouls too!" The Thep Khufan quickly set Frankie down, blasting another jet of water from his odd appendage. "Run! Get out of here!" he yelled, Franke dashing away as the dragon continued to struggle with its bonds.

"Gigi! Wherever you are, I desperately need you!" Snare-oh yelled to the heavens as he stretched the tendrils around the dragon's jaws, keeping them shut so that Charmcaster couldn't unleash her deadly flame. There was a sudden burst of light from Snare-oh's right and he turned to see Gigi standing there, a calm look on her face before she quickly saw the situation. "Need some help?" she asked.

"If you wouldn't mind, dear lady." commented Skurd. Snare-oh shot him a glare, but let it slide when he saw Gigi nod her head, her cheeks turning a bright red.

"I wish Charmcaster was human again!" Snare-oh cried as Charmcaster broke free of her bonds and raised a clawed foot and opened her jaws to unleash another wave of fire. Gigi crossed her arms, closed her eyes and jerked head forward. Charmcaster screamed as the spell began to undo itself, reversing the curse and changing her back into her human form. Before she could move, Snare-oh stretched out his bandages one last time, wrapping them around Charmcaster's body and cocooning her like a spider's lunch, pinning her arms to her sides where they could do no harm.

"Everyone okay?" Snare-oh asked the remaining guests. One by one he heard cries of safety, relieved to here those of Clawd, Deuce, Draculaura, and Frankie. A sudden, earth shattering scream filled the air as both Cleo and Isis, the bride, screamed in unison. As one, they stalked up to Charmcaster, murder in their undead eyes.

"How dare you ruin my wedding!?" Isis screamed.

"How dare you ruin my new dress!" Cleo shouted. Snare-oh, the groom, and every boy guest still remaining covered their ears as the girls all winced as both mummies chewed out Charmcaster.

"It's no wonder you don't have any friends! You never had any to begin with because you're so heartless!" Cleo yelled. "You're just like my sister Nefera; cold, heartless, soulless, spineless! I'm surprised she even made it to the under world! But why am I complaining about Nefera to you? Oh, wait. I know why. BECAUSE YOU'RE EXACTLY LIKE HER! Without your stupid spells and your fancy hand tricks, you're nothing! Look at you, bound and tied up like a sacrifice, completely helpless to do anything!" Cleo shouted as Isis slapped Charmcaster across the cheek. Hard. One could see the pulsing red hand mark on her face a mile away.

Every guest's mouth was dropped wide opened, a gaping hole in Snare-oh's neck region where his mouth might be if he had a visible one. Charmcaster was equally shocked and surprised. No one, not even her most hated enemies, had ever said such things to her. No one had ever had the courage or heart to tell her she a loser. Period. Charmcaster suddenly began to rethink her whole life in the next few seconds; her insane drive for power, only to be defeated over and over again by someone with a fancy watch and a girl who was only beginning to learn magic. Why was she so desperate to become so powerful? Why did she want to see Gwen and Ben's corpses burn before her eyes at her hands?

Because she was pathetic.

She was so desperate for power, so desperate to prove that she was better than those who could care less, that she kept tripping over herself. She had been so blind and so foolish to believe that Ben, a regular human kid with a fancy watch, could just suddenly learn magic! Why did she think that was even possible? Why did she care so much? Because she was pathetic. Ever since her father had perished, and the memories of her mother wiped, she had become a hollow, crazy shell of her former self. Whatever happened to that Charmcaster that nearly became friends with Gwen, that Charmcaster that actually admitted in front of everyone that she didn't want Gwen dead, just "badly hurt". Whatever happened to that Hope? That Hope was gone, crushed into ashes and blown away into oblivion by the needy and power hungry monster that lived in her. And she suddenly knew everything.

Because she was absolutely _pathetic_.

Tears suddenly began to stream from closed eyes as she bowed her head in shame. She had been so blind, so hungry to prove she was better than everyone, that she had gone so far as to ruin the lives of those around her, of those students who didn't even know, of those monsters who were just trying make a living in a Normie world so their kids could have a brighter future, of the innocent couple whose wedding she had no heartlessly ruined to pay off a debt she didn't even deserve. "I'm sorry." she croaked, her voice strained from her guilt and tears.

"Excuse me?" Snare-oh blanked as the Omnitrix timed out and returned Ben to his human form. "What did you just say?"

"I said, I'm sorry," Charmcaster rasped. "I'm sorry I was so jealous to you and your cousin. I'm sorry I got so mad with power that I hurt those who didn't deserve it." she said, everyone listening with nearly deaf ears. "Go ahead and kill me. Just kill me and put me out of my misery. I don't deserve to live." she cried, falling to the ground and on her face where she continued to sob uncontrollably. Ben blinked. Should he trust her? Was this just a bluff, a trick to get him to untie her so that she could kill him? Ben sighed and turned to Gigi.

"I need one more small favor," he pleaded. "I need to know whether she's telling the truth or not." he asked the genie. He knew it was asking a lot, having already spent two wishes on him. Gigi slowly nodded. "You owe me one though." she said. Ben agreed, and made his wish. "I wish I knew if Charmcaster was telling the truth." he said. Gigi crossed her arms, closed her eyes, and bobbed her head, and Ben suddenly jerked as information poured into his mind like a dam had suddenly burst. He could see into Charmcaster's body and mind. He sensed her sorrow and pain. He didn't sense any trickery, not a single shred of deceit or evil in her voice or tears. She truly was sorry, and felt that she deserved to die because she had nothing left to live for, not a single goal or purpose left for her to accomplished. And then it all stopped and he was back in the real world.

Spectra appeared next to him, cocking an eyebrow. "Should I?" he asked.

"Make the right choice, Ben. I don't know what you saw, but just make the right choice. Whatever it may be." she added, pecking him on the cheek. "I gotta go. See you back at home." she said, flying off into the night. Ben watched her go until he couldn't distinguish her from the stars and turned his attention back to Charmcaster. "I'm not going to kill you." he said, stooping down to her level. The sorceress sniffed and looked up at him. "Why?" she asked.

"Because I don't kill people. I'm not a bad guy, and you're not a bad gal. Just someone who took a wrong turn at Albuquerque, if you know what I mean." Ben explained. Charmcaster smiled weekly and Ben helped her up, letting her lean against him as she was unable to use her arms for balance.

"So, do I get another chance?" she asked.

Ben nodded. "But, you're staying in those bonds for the rest of the night, comprendo?"

Charmcaster nodded. It was the least amount of punishment she deserved. And from the look in Ben's eye, she knew she had a long road of rehabilitation ahead of her. She turned her attention to Gigi, who seemed to be incredibly uncomfortable around, hiding behind a turned over chair when she looked at her. "Um, Gigi, is it?" Charmcaster asked. "I'm, uh, s-sorry I tried to . . . you know, absorb you." she stammered, her lips almost refusing to say the 'S' word. Gigi came out from behind the chair, wary, but calm. "And as my first act of being good, may I request a wish?" she asked. Ben turned to Gigi and nodded, letting her know she was okay. Gigi smiled weakly, signaling she was ready.

"I wish Isis and her husband-to-be were married and on their honey moon." Charmcaster wished. Gigi's smiled broadened, happy to grant the wish. She closed her eyes, crossed her arms, jerked her head, and the unhappy mummies disappeared in a flash of light, gone. "Where'd you send them?" Ben asked Gigi as he and the remaining guests left the trashed wedding. Charmcaster waddled along side Ben, unable to move her legs any faster. The genie smiled. "Just on a 5 star cruise in the Scare-ibbean." she smiled. "And you still owe me."

"Do I get to know what I owe you?"

"I'll let you wait and see." Gigi smiled, vanishing in a poof of pink smoke. Ben moaned and pushed Charmcaster in the direction of Spectra's house. Things were looking both up and down.

* * *

Crüjo bowed as low as he possibly could, shoving his snout into the dirt as he cowered before his master, Zs-Skayr. "You have failed me again, Crüjo." the Ectonurite growled, putting the blade of his scythe to the Loboan's throat. Crüjo gulped, his Adam's Apple barely sliding past the blade. "I beg of you master, give me another chance" he whined, his tail curled between his legs and his ears flat against his head. Zs'Skayr sighed; they were behind schedule, and still missing parts. Despite Kuphulu managing to steal some important parts from a hidden lab deep in Monster High's catacombs, Dr. Viktor still required a few more pieces in order for his device to work. And the steam powered robot girl would have finished the job almost entirely, save for a few spare parts that were easy to find.

"Fine, Crüjo. I will give you _one _last chance. But you're taking Kuphulu with you next time. I want _progress_." he hissed as he turned invisible and flew off to his make shift quarters. The Loboan sighed with relief; he was going to live another night.

**And there's the next chapter! I hope you're all happy for those of you requesting Snare-oh make an appearance! And notice how** **I managed to squeeze in both Van Hellscream and Charmcaster's Dragon form? I am a genius!**

**But enough about me. Lets talk about some of you, dear readers. I'd like to send out a special thank you to **_**Menatron the Angel of Ideas **_**for turning Charmcaster good. Seriously dude/dudette, I can not thank you enough for always being there for this story, giving me fang-tastic ideas to work in. I thank you from the bottom of my undead heart.**

**Another shout out to **_**Darkmagicdragon**_** for helping me come up with ideas for the big wedding crasher scene. I'll admit, I was going to go for the jealous boyfriend scheme, but I decided I needed to change Charmcaster's heart, and decided to combine both. Go ahead, give yourself a pat on the back.**

**As always ghosts and ghouls, comment and review below and don't be afraid to send me your ideas or requests, because I will soon be ignoring those: things are about to get interesting and crazy at the same time. So crazy in fact, it would take an Omnitrix wearing hero and a gang of girly ghouls to fix everything ! ;)**

**Hasta Luego!**


	13. Nefera in your Wildest Dreams

**Guess what? I'm back and _deader _than ever! Ah, Monster High puns.**

**Anyways, what follows is a chapter written by me, of course. But I'm not the only person you should thank. Ever since Ben's Halloween Fiasco, this reader has been at my side (not literally of course) practically handing me ideas and suggestions on a silver platter, all of which make this story a 100% better. This person, even if they did hop on the band wagon (I hope I used that term right) at the very beginning, has been such an inspiration to me and this story, they deserve recognition.**

**I demand every one of you out there get out of your chairs and get down on the floor to bow before the screen as we all thank the mighty _DJ Rodriguez_! Bow! Bow! Bow before their wonderful might (a little overboard, huh?)!**

**Now that everyone is done bowing and groveling, we can get on with the story! As always, review and comment and below, and don't be afraid to send me your ideas for this story! And for those of you who are bored out of their skulls, don't worry! Things will pick up soon, I guarantee it!**

"Morning, Charmcaster. Sleep well?" Ben asked the sorceress.

"As well as anyone can wrapped up in a mummy's bandages." Charmcaster smiled as she rubbed her numb arms and hands. She then proceeded to stretch herself as far as she could to get the kinks out of her spine as Ben went about the newly cleaned kitchen making breakfast. After his first couple of nights of staying with Spectra, it became abundantly clear that he wouldn't be finding a new home anytime soon, which was just fine with Spectra; it made their relationship all the more cozier. And as such, Ben had taken some time to clean up parts of the house that he frequented, namely the kitchen, bathroom, and living room where he slept. The rest of the house he left alone, as Spectra found it seemingly relaxing. Said ghost came floating down from the ceiling, rubbing her eyes before pecking Ben on the cheek as he poured three glasses of orange juice; he had managed to scrap together enough money from his job at the Coffin Bean to buy groceries for him and Charmcaster and Spectra when the thought suited her.

"Ugh. I swear, you two are worse than me and Dark Star were." Charmcaster chided, turning away as Ben returned the kiss. She still wasn't entirely over her short relationship with Dark Star, taking every chance she could to get back at him for what he had done. She cleared the thought out of her head and grabbed one of the orange juice glasses in her hand, sipping the juice and licking her lips. "To my first day as a good guy," she said, raising her glass. Ben and Spectra took their own glasses and clicked them against hers, downing the rest of the juice in one gulp.

"So, Charmcaster? What do you plan to do today?" Ben asked her, leaning against the counter. The sorceress shrugged her shoulders and tossed her glass into the sink. "I don't know yet. Probably do some chores around the house and stuff. I've been thinking about enrolling in Monster High," she told them, causing Ben to do a waterless spit take. "I never did finish high school." she quickly explained.

"You could try," Ben told her. "Headmistress Bloodgood would be more than happy to get you enrolled, but . . . . you know . . ." Charmcaster nodded sadly. She knew the main reason there was a good chance she wouldn't get enrolled in Monster High. After all, it would take a while for the entire school to forgive her, just Ben was trying to get the school to forgive him. He had gotten a head start, and his hero nature helped with that. She would have to suppress every diabolical urge in her body if she wanted to start a new life. "You have good luck with that, Charmcaster." Ben told her. "I'll try and put in a good word for ya." he added, walking out of the kitchen with Spectra behind him. "Where are you two going?" Charmcaster asked.

"Deuce asked for my help on a present for his girlfriend," Ben called over his shoulder. "And Spectra's meeting up with a couple of her relatives! See you later!" he yelled as they both left the old house, closing the door behind them. Charmcaster sighed happily and grabbed the three glasses in the sink, dousing them with cold water before setting them back in the cupboard. It was going to be a long day without anyone home. And she was very lucky that Spectra and Ben had let her stay with them until she could find her own home, if she wanted to. Right now though, she was just fine where she was. And that was the way she liked it.

* * *

"Ben! Where you!?" Deuce rasped into his iCoffin.

"Déjame decir ya algo, Deuce Gorgon, hijo de la temida medusa! Rath está a pocas cuadras de distancia y llegar cuando él consigue allí! Esta cosa es pesado!" a loud, and angry voice came over the small device, forcing Deuce to hold it at arms length just to protect his ear drums. "Um, I didn't quite catch that."

There came a sigh from the device as Skurd took over. "He said, quote on quote, "Let me tell you something Deuce Gorgon, son of the dreaded Medusa, I will get there when he gets there, etc, etc. Oh, and that the thing the ugly brute is carrying on his back is extremely heavy." the Slimebiote translated.

"Cierra la boca, trapo mocos!" Rath yelled from the other end.

"Oh, please. Stop with your empty threats and get moving! This thing of yours isn't going to carry itself!" Skurd chided. There came a low growling from the other end and the the line went dead. Deuce sighed and put the iCoffin back in his pocket before climbing up the grand staircase of the De Nile household. Except 'household' wasn't the correct term for it. Being incredibly wealthy beyond belief, the De Nile's had transformed their home into practically its own country, it was so big. With a fountain the size of three tennis courts put together (complete with hungry Nile Crocodiles), a staircase as big as a Casketball was long, a front door that a To'kustar could fit through with ease, the De Niles greatly put practically every other house in New Salem (Normie or Monster) to shame.

Deuce kept this in mind as he walked up the grand staircase and through the seemingly oversized door. He walked down a long hallway decorated with hieroglyphics that depicted important events in the De Nile's history. Deuce paused at an odd one that seemed to have been crossed (very crudely) with a chisel, leaving gouges in the rock of the picture. From what Deuce could see, it looked like a tall, furry person holding the hands of a much shorter person wrapped in bandages. Next to the crossed out picture was a carving of him and Cleo together, the space after that completely blank. Deuce gulped and continued walking down the hallway, entering the throne room and bowing his head in front of the empty throne (just in case), before talking a left and walking down another long hallway. The low sound of thumping music echoed off the walls, and Deuce was thankful that Cleo's dad was on a long business trip; despite being over 10,000 years old, the pharaoh had never gotten used to the music most ghosts and ghouls were listening to today, especially where Holt was concerned. And of course, being Cleo, she hired the best DJ she could find, which just happened to be Holt.

After much walking, and taking a wrong turn or two (even after all his time with Cleo, he had never managed to figure out the lay out of her house), he eventually found himself in what seemed to an incredibly large living room. A giant flat screen TV, currently turned off, sat on one wall with Holt and his record table stationed in front of it. Monsters of every shape, size, and species were all around the room, dancing to the music and chatting with friends. Directly across from Holt's turn tables was a large throne (possibly taken from the real throne room) among large piles of presents and gifts. A huge picture of Cleo was hung up on the wall above the throne, the Queen Bee herself sitting on said throne and bobbing her head in time to the music as a few late monsters presented her with her presents. Deuce quickly made his way among the piles of stuff and sidled up to Cleo's throne from her left, startling her a bit from his sudden appearance. "And how is the Birthday Ghoul enjoying her party?" he asked her with a smile.

"You're the only boy who can come up to me in my own home and not have to bow," Cleo smiled as she waved another guest off. "You idolize me enough already." she added, pecking him on the cheek.

"Any word on when my gift from you is supposed to get here?" she asked sweetly.

"Yeah, um, about that. The delivery guy won't be here for a few more minutes," he told her, glancing at his watch. A loud _DING-DONG _ that resonated throughout the entire tomb suddenly sounded from the front, Deuce turning towards the sound. "I stand corrected. He should be here now!" he said. Cleo nodded and snapped her fingers, 10 Anubis Guards appearing from out of nowhere and grabbing hold of two strong, golden rods that were attached to her throne. With a sudden heave, the servants hoisted Cleo and her entire throne up into the air and began to march towards the front door, a few of Cleo's close friends trickling after her to see what was so important that the Queen of the Nile herself would go. Deuce quickly rushed ahead, thanking his lucky stars that he was Cleo's boyfriend; had it been anyone else, she might have had their heads cut off.

After a couple minutes of hard running and another wrong turn (he seriously needed to ask Cleo for a map someday) he arrived at the front door to see a large object standing on the driveway, covered by a large tarp. At the base of the object was an odd, crystalline creature a couple feet taller than Deuce. He well defined arms of hard crystal that gleamed in the moonlight and an even sharper jawline. Two blades struck out from his broad back and shoulders, his pointing back towards them as he blinked his green eyes and crossed his cubed arms over his broad chest. He wore a black jumpsuit with a green stripe down the middle as he approached Deuce, taking his hand and giving it a good shake, the Gorgon wincing at the alien's strength.

"Is it done?" Deuce asked him.

"Yep. Took forever to get here, but I eventually did. No thanks to a certain _someone._" Diamondhead added, throwing a glance at Skurd, who sat on his shoulder with his little tentacles crossed over his chest.

"You never asked me to do anything," Skurd huffed. "Honestly, youth today and their manners!"

The Petrosapien was about to throw another shot when he heard someone in a state of power clear her throat. Both men glanced up to see Cleo's Anubis Servants set her throne down gently and bowing as the mummy got up from her throne and walked down the large staircase, guests from the party watching on the landing above. Glancing quickly through them, Diamondhead quickly picked out his friends and ghouls, everyone from Draculaura, Frankie, and Clawdeen (the werewolf still hated his guts) to Spectra, Ghoulia, and Lagoona. Even Jane had taken a break from the air vents and come out to the party, though she was still hiding behind one of the massive pillars on either side of the doorway.

"And what do we have here, gentleman?" Cleo asked in a haughty tone. "I assume that's you, Ben?" she asked, addressing the Petrosapien. He nodded and walked back to the large object as Deuce walked up to his ghoulfriend, taking her hand in his. "At first, I had no idea what to get you for your birthday, Deuce began, Cleo slightly annoyed for a brief second as Deuce continued. "Then I talked to Ben, and he gave me an idea to work with. So if you're going to thank anyone, thank him." he told her, walking her down the rest of the staircase and up to the object covered by the tarp, Diamondhead's fingers curved around it. "I know how much you like shiny things, fashion, and of course, yourself, so I asked Ben to combine all three." said Deuce, throwing a thumbs up to Diamondhead.

With a jerk of his arms and swept motion, the tarp came flying off to reveal the object beneath the canvas. Cleo gasped as a giant statue of her, carved entirely out of gleaming, cyan colored Tatdenite shone in the white moonlight, capturing every image of her beauty, from her long, dark hair to her bright eyes. "I know how much you like rare, shiny things, so I used Taydenite," Diamondhead explained. "It's the rarest mineral in my universe. And seeing as how your universe doesn't have any Tadenite to begin with, you have an entire 50 ft tall statue of you made entirely out of the rarest mineral in two universe!" Cleo screamed with joy at the sound of this and quickly pulled both Deuce and Diamondhead into a bone crushing hug, giving each of them a kiss before running off to admire her statue.

"Your girlfriend just kissed me," Diamondhead blanked.

"Um, yeah?"

"And you don't have the sudden urge to turn me to stone and put me in your Mom's garden?" Diamondhead asked, slightly amazed.

"Nah, man. She kissed you out of pure joy. I can respect that," Deuce told him. "But if I catch _you_ kissing _her_, I will guarantee that you will become the World's Ugliest Lawn Gnome." Diamondhead nodded and turned to watch Cleo hug her statue, kissing it lightly. She had the biggest smile on her face Diamondhead had ever seen, and that couldn't have made her happier. "Do you want me to move it to the backyard or something?" he asked the mummy. "Oh, don't worry about it. It's not that big of a deal." Diamondhead ignored her and walked up to the statue as Cleo walked back to her boyfriend, letting him loop his arms around her and hold her tight. "It's not that big of a problem. It's a Way Big problem!"

For the briefest second, he was changed back into his human self before the alien DNA began to run through his veins and begin the changes. Thick, shaggy fur started to sprout all over his body as he gradually grew taller. His jaw jutted out into an ape like fashion. His lower teeth grew larger, curving up over his lip. Muscles piled on top of each other as his arms and legs swelled. Small bumps on his wrists formed, growing harder and more metallic like. His fingers grew thicker and less delicate looking, better designed for smashing things together and ripping things apart. His feet changed drastically as his big toe moved away from his others until it was at a 45 degree angle. The final change was when a metallic three horned prong suddenly appeared right above his eyes, giving him an angered look, even when he wasn't. The Omnitrix appeared on a thick, green belt around his waist, completing the transformation.

"Or, Shocksquatch." the Gimlinopithecus grumbled.

"Why do you even bother to call them out before you transform?" Skurd asked from his belt.

"I don't know. I've been asking myself that same question, eh?" Shocksquatch wondered. "Let's try this again, eh?" he said, slapping the Omnitrix symbol on his belt and letting the watch do its magic. He was quickly changed back into his human self for the briefest of nanoseconds before a different set of alien blood began to flow through his veins, changing his DNA as his physical appearance was altered. Everything about him began to change in one single way: it got big. It got huge. It got enormous as Ben's frame rocketed upwards towards the sky, dwarfing everyone below him and even making the De Nile tomb look like nothing more than a large dollhouse. His skin turned a pale, metallic white and red, large, thin blades growing out of her wrists and arms, fins sprouting from her waist, wrists, and shoulders. A large, thin red crest rose up from his head, adding to his height. Hard, metal knobs grew out from the corners of his mouth and he could feel a pair of organs forming in his hands, filling up with a sort of corrosive acid. The Omnitrix appeared on his chest, finishing the transformation.

"Now this is Way Big!" the To'kustar cried in triumph, his voice echoing across the grounds and causing the more timid ghosts and ghouls to jump with fright and hide (Jane and Draculaura). With ease, he gently wrapped his giant hand around Cleo's statue, easily picking it up from the ground. He knelt down and set down his hand in front of Cleo and Deuce, gesturing for them to get on with his head. Once the tiny figures crawled onto his ginormous fingers, he slowly lifted his hand up and marched across the grounds, accidentally crushing fancy hedges beneath his gigantic feet as he made his way around to the back of the estate. Once there, Cleo pointed to a bare patch of ground in the center of a beautiful oasis, right in the center of a small island. He gently set the Taydenite statue down at the center of the oasis and then set his other hand down to the ground to allow Cleo and Deuce to walk off. Moments after they did, the Omnitrix timed out, reverting the colossal To'kustar back down to the puny human. Cleo ran over to him and grabbed him into a hug, something she normally didn't do. Ben looked over her shoulder, Deuce giving him a thumbs up. Mission accomplished.

"Where on earth did you get something so big?" Cleo asked Ben, referring to his last transformation.

Ben shrugged. "I dunno. One of the perks of traveling the galaxy is getting to meet new alien species, To'kustars happening to be one of them. I did say the Omnitrix turned me into aliens after all."

"You simply must stay over for the sleepover," Cleo demanded.

"Wait, what?"

"Didn't Deuce tell you? I'm having a sleep over after the festivities with all my ghouls. They're allowed to bring their boyfriends, and seeing as how Spectra's invited, so are you. Besides, I'm sure we'd all love to hear about your adventures across the galaxy." she purred, drawing a finger around his collar bone. Ben gulped and laughed sheepishly as Deuce cocked an eyebrow. Ben frantically waved his hands about, trying tell him he wasn't trying anything, but he wasn't sure if Deuce was getting it or not.

* * *

"Come on, Ben! What happened next?" Draculaura asked excitedly.

"Yes, please continue. I would like to hear how it ended." Jinafire asked.

Ben grinned as he gazed at the eager faces around him. He sat cross legged on Cleo's bed, with the Queen Bee and her boyfriend sitting next to him as he regaled them with a story of one of his many adventures. The rest of the ghouls sat around him on their sleeping bags, sitting with their respective boyfriends; Draculaura with Clawd, Lagoona with Gil, Ghoulia with Slow Mo, and Abbey sitting next to Heath, though trying to ignore him and his fruitless attempts to charm her. Skelita and Spectra sat at the foot of Cleo's bed near Ben as Clawdeen, Jinafire, Jane, Robecca, Frankie, and Gigi sat haphazardly around the room.

"Well, lets see. After I pushed Vilgax into the Codon Stream, he grew into a 100 ft tall giant!" Ben remembered, smiling at the gasps from around the room. "I then turned into Way Big and began punching Vilgax with his own fist! Over and over again, I punched him until I then whirled him around like pizza dough and sent him right back into space! Boom!" Ben finished, socking his own fist into his hand. The ghouls all clapped as the story ended, the guys nodding their heads in agreement, stating that they would have done the same thing had they been in Ben's shoes. "Alright, alright, I think that's enough stories for now. I'll tell you another one in the morning, okay?"

The girls all started to complain, but eventually agreed that it was getting late. One by one, the boys trickled into the guest room and into their separate sleeping bags while the girls got cozy. And just when it seemed all of them would get a good night's sleep, a demon's roar shook the night!

"_**CLEO!"**_

"What in the name of Mr. Smoothies was that!?" Ben yelled, rushing into the girl's room with the guys right behind him. Most of the girls moaned and covered their heads with their pillows or ears as Cleo begrudgingly got up from her bed and walked to the doorway, her hands covering her ears. "What do you want, Nefera!?" she screamed. As Nefera's room was thankfully on the other side of the tomb (a very long way for those of you just joining us), the soulless girl had to yell at the top of her lungs if she wanted her sister and vise versa, not that either one particularly liked being around the other.

"There's a hideous monster watching me outside my window and it won't leave!" was all Cleo's annoying sister would say. Cleo ground her teeth and was about to walk out the doorway when both Deuce and Ben stepped in front of her, blocking the way out. "What are you doing, Deuce?" Cleo asked, folding her arms over her chest.

"Do you really want to have to deal with your sister?" he asked her, knowing full well that the answer was "No." No one in the name of the earth wanted to put up with Nefera's attitude, much less her little sister. Cleo sighed and hugged her boyfriend. "No. I honestly don't get what's wrong with her." she sighed, when an idea came to her. "Ben? Could you do me a favor and take care of Nefera? You are pretty much the only one here who has the ability to do it." she asked, attempting to inflate his ego. Ben rolled his eyes. "As much as I love flattery, I not an egomaniac like your sister." he told her. "I'll do it, but only because I want to sleep as much as everyone else does." he said, pushing past the rest of the guys and walking down the hall. The guys and ghouls all glanced at each other, mixed expressions on their faces of concern, confusion, and enthusiasm.

"Should we stop him?" Draculaura asked.

"I think we'd just be getting in the way, luv." Robecca told her.

* * *

The first thing Nefera noticed after waiting a half hour for her pathetic sister to come to her room was the fact that it wasn't Cleo who was sulking on the edge of her door frame. Instead, a tall, muscled, bandaged figure stood there, his blank green eyes set on her as two long tendrils fluttered in the breeze behind her. He wore a black and green collar around his neck and a matching headdress with his black and gold Shendyt. Black arm braces with thin, green stripes sat on his wrists and ankles as he watched her with a blank stare.

"Well? Are you just going to stand there and be useless or are you going to get rid of the hideous statue outside my window!?" Nefera hissed, assuming that the figure in front of her was some kind of new minion. The bandaged figure silently walked toward her and turned towards the large window that sat on one wall. Instead of leaping out of it to the garden below to destroy the statue, the mysterious figure merely grabbed hold of the silk curtains and pulled them closed, much to Nefera's annoyance.

"What are you doing!?" she growled from her bed, folding her arms over her chest and throwing him a furious glare. The bandaged figure seemed unaffected by the stare down as he responded. "You said to get rid of the statue, my queen-to-be. I simply compromised between both parties and obscured your view of "the hideous statue" outside of your window." he replied, a shocked and angered face crossing Nefera's face.

"You know exactly what I meant, you bandaged freak," she hissed, with venom in her voice. "And what is this "other party" you're talking about?"

"Your dear sister, Cleo, who I must say is much nicer than _you_." said Snare-oh. And before Nefera could react or even scream for her servants (which she had more of than Cleo, thank you very much), the Thep Khufan stretched out the tendrils on his back and quickly wrapped them tightly around her mouth, effectively silencing her. The enraged mummy tugged and pulled at the bandages around her face, her expression of annoyance and anger turning into full blown fury. With one quick movement of her sharp nails, she tore free of her binds! "GUARDS! SEIZE HIM!" she screamed, her angered voice echoing throughout the whole tomb. The sound of thumping feet echoed through the ruin, and within moments Nefera's room was full of spear wielding Anubis Guards, all pointing their weapons at him.

Snare-oh gulped and quickly slapped the Omnitrix symbol on his belt, resisting the urge to squish Skurd, and let the transformation take over as he was briefly transformed back into his human form, new alien DNA coursing through his veins. He felt himself become heavier, and much fatter than before as his gut bulged outwards and his legs became short and weak. His arms only grew a few more muscles on them before they fell limp to his side, still swelling with fat and useless tissue as the transformation continued. His fingers grew into dull claws as his toes become drab. A pair of black brief with a thick chain belt appeared on his sickly green skin as a heavy, cage-like helmet grew out of nothingness, held down by a large amount of chains, hoses, and locks. The most noticeable change however was his face. No one could see it, but Ben could feel it as it began to grow and shrink and swell and deflate in random spots, bony horns and knobs growing out at random intervals as sharp teeth lined his oddly shaped mouth. The final piece of the transformation was the appearance of the Omnitrix on the neck piece of the helmet, Skurd sliding to his station as the green light faded.

"What is that thing?" Nefera scoffed. "Do you honestly believe that-that . . . thing you transformed into is a match for my Anubis Guards?" she laughed wickedly, pointing a finger forward. The Underworld guards edged closer and closer, their unchanging dog-like faces starting to crowd Toepick's vision.

"Get on with it, dear boy! And for the love of all that's good and holy, let me get out of the way first!" Skurd cried as he quickly oozed onto Toepick's head. Once there, Toepick focused his mind, and the piston locks popped loose, releasing a small cloud of gas. The cage doors slid down and then slowly opened on rusty hinges, causing all the guards to pause and gaze.

_Huge _mistake.

In one huge collective motion, the guards all howled with fear, their entire bodies turning white as they dropped their spears and stampeded over each other to get away from Toepick's horrifying face, unable to pull their horrified eyes away as Toepick calmly walked forward. Unholy screams, roars, hisses, and demonic laughter could be heard deep within the helmet's recesses as the Anubis Guards all suddenly exploded into clouds of black ash, settling onto the imported carpet that covered the floor. "NO! What have you done to them, freak! Look at me when I am talking to you!" Nefera ordered.

"If you insist, my queen-to-be." Toepick wheezed. The voice was a warning to all of those who should get too close, a final chance to look away and spare their sanity for the horrors that sat within that helmet like a nest of demons waiting to eat an unfortunate victims soul. Of course, Nefera was too stupid to realize that as Toepick slowly turned toward her. Nefera opened her mouth to yell some more, but instead let out an unholy scream of fright as she gazed upon Toepick's face, unable to look away from the horrors in the helmet as she quickly turned a pale shade of white, even the black streaks in her hair turning white. And then she suddenly fainted, just as the Omnitrix timed out and changed Ben back to normal, much to Skurd's relief. "Don't you think that was a little cruel?" he asked Ben.

Ben shrugged his shoulders and walked over to Nefera's unconscious, white form among the piles of black ash. He gently looped his hands under her back and legs and lifted her off the ground, setting her gently on the bed and covering her with a blanket as she tossed and turned in her sleep, unable to forget the horrors that her eyes had unfortunately met. Ben hesitated as he left the room, unsure of what to do.

He walked back over to her and took her hand, gently rubbing his thumb on her own. Oddly enough, she seemed to calm down at the slightest touch of gentleness. She was still shivering and quaking in her sleep as the nightmares of Toepick's face haunted her dreams. And Ben did something he knew he would never forget or understand why he did it.

He bent over and gently kissed her pale forehead, stroking his fingers through her white hair. The frightened girl stopped shaking and calmed down, the slightest of smiles forming on her lips as Ben walked out of the room and clicked the lights off. "You didn't see nothing, got it?" he whispered to Skurd, who quickly gave him a mock salute. After another twenty minutes of wandering around the tomb and taking a wrong turn (seriously, the De Niles need to map out the place some time), Ben found his way back to Cleo's room, where the ghosts and ghouls were waiting for his return. As soon as he returned, he was swamped with questions from all side.

"Dude, what happened?" Clawd asked

"I demand you give me the details." Cleo ordered.

"I, like, need all the details!" Draculaura cried.

"What was that scream?" Jane asked.

"Was she hurt?" Gil wondered.

The questions continued until Ben jabbed his fingers into his mouth and let out a shrill whistle, silencing them all. "I wouldn't recommend going into her room anytime soon," he began. "She's still pretty shaken up after what I did to her."

"What _did _you do, dude?" Deuce asked.

"I used Toepick on her." said Ben, drawing confused looks from his friends. He then quickly explained what had happened and watched as their faces went from ones of slight amusement to worry, to complete horror. "Trust me when I say I didn't like doing it to her anymore than she wanted it." finished Ben. The others shared frightened and worried glances, though Cleo seemed unconvinced. "Seriously? Why would a creature evolve a face that hideous if it can't even look at itself without suffering the same affect?" she asked. Ben then quickly proceeded to tell her that Nefera's Anubis guards had exploded with fear, and the mummy decided to let the question drop, not wanting to see a demonstration. "Good night." Ben yawned, walking out of Cleo's room and back to the guest room, the guys following. Within moments, everyone was back in their sleeping bags and sleeping, dreaming.

And seemed that every ghoul was dreaming about a certain shape-shifter . . . .

* * *

Spectra was having the time of her life; beating down bad guys and then reporting it was her dream come true. And he had given it to her because he loved her, along with her own Omnitrix! With a twist of the watch face, she opened up the alien roster and began to cycle through her alien listings until she found the one she was looking for. With a slap of the Omnitrix, a bright purple colored light washed over her and began to change her DNA at the molecular level. Her hands swelled to the size of bowling balls as her fingers became hard and black, turning into claws. Her shoulders became broad and rounded as her usual white skin to a light lavender. Her entire frame began to grow bigger and bigger and more rounded as her legs became stumps, black claws forming on the ends of those. Hard, violet colored plating formed on her back and shoulders as black markings appeared on her body as her eyes turned indigo. A purple Omnitrix symbol appeared on her chest and the transformation was complete.

With a quick turn of her body, Cannonbolt rolled into a ball and sped down the highway after the thieves. After robbing almost a hundred banks, the Were-cat Gang were the most wanted monsters in the world, and only she and her husband could stop them. As if on cue, a blue and black blur zipped past her and easily caught up to the get away truck, jabbing a pointed hand into the spinning tires. The tire easily popped, and the truck began driving out of control off of the highway, Cannonbolt just managing to smash her round bulk into the side and prevent it from going over the side and into the river below. For the couple of minutes, she and her husband passed the truck between them until all four tires were popped and the truck crashed into a lamp post. The Were-cats staggered out, dazed, only to be surrounded by the same black and blue blur and quickly tied up with a spare piece of rope.

Cannonbolt unrolled her self and stood up as a Kinceleran zipped over to her with a cocky smile on his face as both Omnitrix's timed out in flashes of green and purple. Spectra gazed up at her husband, who had grown much taller than his 16 year old form. He still had those bright green eyes that she had fallen in love with all those years ago. The two embraced as the police arrived to arrest the petty thieves. "Fantastic work as usual, honey." Ben smiled. Spectra blushed. Even after all their years together, she still turned red whenever she heard that name. It all seemed like a dream, and yet she knew it wasn't. Ben had built her an Omnitrix of her own, using the smartest aliens in his arsenal. He had even managed to wire it up with her unique body structure, allowing her to use the Omnitrix and have a whole body once more (he would have used Alien X, but the Omnitrix was being uncooperative whenever he tried to. And when he _did _get Alien X, it was always during some universal crisis and would always time out before he could give Spectra an actual body. Typical watch). But Spectra didn't care. While she appreciated her husband's efforts, she didn't mind being a ghost. Sure, it made contact with Ben difficult , she wouldn't have changed anything for the world, and they both knew.

With a sudden motion, Ben swept Spectra off her feet and planted a kiss on her violet lips. Spectra, although used to it, was still stunned for a few seconds before deeply returning the kiss, much to the annoyance of the Were-cats as they were shoved into the police car. Spectra was having the time of her life with the love of her life, and she could feel herself smiling and turning red in the real world as the dream continued on . . . .

* * *

In yet another dream, Lagoona eagerly swam beneath the waves, the beauty of the sea never ceasing to amaze her; the rainbow of colors that dyed the corals and grasses as hundreds upon thousands of shimmering fish swam and flitted about. Cute little crabs scurried in the sand on the bottom as fearsome sharks patrolled the waters above. Eels darted in and out of holes chasing after little fish, while crafty octopuses dazzled Lagoona with their amazing camouflage ability. Playful dolphins broke the barrier of both worlds, acting as messengers between the two kingdoms. The water was nice and warm against her scales as she continued swimming. She was soon joined by another sea monster of sorts, his fearsome teeth and eyes hiding his true nature.

Both of them swam upwards and broke the surface, water spraying everywhere as Lagoona shook her head free of the salty water. Ripjaws swam closer, his toothy grin betraying nothing by happiness and love as her wrapped his muscled arms around her and pulled her close. Lagoona could feel herself heat up as they shared body heat, the full moon casting the water into a shining and dazzling light show; a cloud of flying fish broke through the water barrier of the worlds, their crystal wings shining like the stars above. A sudden green flash broke the stillness for a brief moment before it returned, and Lagoona found herself hugging Ben. The two kissed lightly and watched the flying fish glide off into the distance, the water around them broiling and bubbling with warmth as they embraced each other . . . .

* * *

In another dream, Robecca strolled down the sidewalk, with her fiancée's arms around her waist, happy grins on both of their faces. They passed equally happily couples of equal bizarreness; a human and werewolf, a robot and his sea monster children. But none of it seemed out of the ordinary now. Humans, monsters, and robots had managed to settle their differences and finally live together in a peaceful society together. And what a society it was; with the latest advancements in technology (most of which Robecca still couldn't understand or use very well) as well as visits and treaties with alien empires, the world had been transformed into a beautiful, ecological rich metropolis. Of course, Robecca's fiancée had made most of it possible. With the fancy watch on his wrist, he made the alien ambassadors more comfortable on earth with having someone of their own kind to talk to. Eventually, the ambassadors had gotten used to the other people on the planets, and a few of them were even in relationships with them.

Robecca smiled as another jet of steam leaked form her ears and into the air, a robotic pigeon swooping by and sucking it up into its beak. The steam wasn't a pollutant, but the people of earth found it much more relaxing and beautiful when they could actually see the stars and galaxy at night. With all the smoke and harmful gases from the atmosphere safely disposed of (some alien species seemed to actually depend on them, which had created a powerful industry of waste management). Robecca smiled; she, still so old fashioned, was able to still function in the new and advanced world because of her husband, and she pretty much owed everything to him. And he never abused it, treating her as if she were the only thing that mattered to him (other than saving the universe of course). Ben smiled and pulled Robecca towards the lush park and down onto a wooden bench.

The sun was just setting, and the stars were just coming out. Robecca pointed out a few of the constellations to him, and he in turn pointed out the planets he had visited in his many adventures. They sat there for what seemed hours as the fireflies flitted about the night and street lamps clicked on. Ben looped his arms around her and kissed her cheek, not minding that he technically kissing metal instead of skin. In their first few days of their relationship, Robecca had feared that he would dump her eventually when everything they did together didn't feel as good as it did with actual being. But Ben had ignored that problem, pushed it aside as if it were nothing. He didn't care that she wasn't a real person, or that her skin was bronze metal inside of smooth skin. He loved her for what she was inside (not the turning gears and furnace mind you), and that was all that mattered. Robecca felt another jet of steam pop out of her ears and sudden whoosh of wind as a mechanical owl swooped by to collect it. The two eventually walked back to the home they shared and climbed into bed together, sharing a final kiss before she shut down binary functions and Ben fell asleep, both of them holding the others hand as dreams danced in their head . . . .

* * *

The air felt hot and sticky against her bare, violet colored skin, but she loved it everything about it and her surroundings; the colorful butterflies that flitted through the tree tops as bright parrots chirped and squawked to each other. Down below on the forest floor, delicate antelopes tip toed amongst the trees and vegetation, hoping to avoid the watchful gaze of the leopards as the giant elephants wandered about. Monkeys chattered amongst the branches, racing against her as she playfully swung from vine to vine with skill that only matched theirs. She could feel the hot breeze brush against her as she landed on a large branch and sat down, tucking her loose, torn clothes tighter against her body. Moments later, a heavy thump landed next to her, and she turned to gaze up at a certain Appoplexian. The cat smiled at her and pulled her close, just as a loud shot rang out through the jungle. A green flash filled the air as the Omnitrix timed out and turned Rath back into a loin cloth wearing Ben.

"AHHH-AHHHHHHHH-AHHHHHHHHHH!" he cried, pounding his chest and grinning like a goof ball. Jane laughed and grabbed hold of a nearby vine and jumping free from the branch, Ben not to far behind. They swung through the trees with ease, jumping and switching between the vines and branches like monkeys. Eventually, they came to a wide clearing, landing on a tree branch that over looked it. What they saw horrified both of them; A large, mother rhino unconscious in a large cage as one man stood next to it with a gun in hand. Two other men were busily trying to shove a terrified rhino calf into a cage for transport. Jane felt anger rise up into her as she jumped down into the clearing and landed with a low _thump._ All three men to gaze at her, and the rhino calf scampered off into the bush. The men were looking at her with mixed expressions, looks of awe, fear, and lust as they traced their eyes over her barely concealed body. The edged closer, grabbing machetes and guns as they surrounded her. And just when they prepared to attack, a large figure jumped down from the trees and landed behind Jane, a furious frown on his face and Jane grinned mischievously.

The poachers gazed up at the humungous figure behind Jane and instantly turned white as they looked at him. His steely, green eyes glared at them as all four of his muscled arms bulged and flexed with rage, ready to tear them limb from limb with ease. As if given an unseen signal, Jane and Four Arms pounced upon the villains, the Tetramand grabbing the hands of the two that had been wrestling with the baby rhino and cracking them together like a pair of cymbals, knocking both of them. Jane handled the last poacher, kicking his gun out his hands and throwing it to her husband, who crushed it easily between his large fist. Jane then jumped into the air and onto the man's back, planting her feet firmly on his shoulders as she grabbed his hair and yanked back. Hard.

The man screamed and clawed at his scalp, desperate to get the wild girl off of him as she rode on him like a cowboy, refusing to let go as he ran around in circles, eventually running himself into a large tree and knocking himself unconscious, Jane jumping off and landing on the forest floor before he did. Four Arms grabbed the three poachers and tied them up with a coil of rope from one of the crates. Jane meanwhile, crept into the bush, calling softly out to the orphaned rhino calf. The baby animal soon came out of hiding, having hidden in a bed of tall grasses, and pressed himself against her, frightened. "Shh, shh. It's okay. I'm here." she reassured the baby. There the came the shriek of rusty metal on metal and the soft snorting of a large animal before the mother rhino crashed through the brush, pointing her horn at Jane before realizing who she was and drawing it back. The rhino calf happily ran back to its mother and nuzzled her closely as they walked off back into the jungle together. A loud beeping filled the air and Ben reappeared from behind a large bush, playfully tackling Jane to the ground. She laughed and hugged him, feeling his arms touch her bare skin and loop around her back. The two embraced and kissed as the jungle continued on in its steady rhythm and harmony . . . .

* * *

"How are they doing, my husband?" Jinafire asked politely. Her husband, an adult Pyronite yawned and looked up at her from his crossed legged sitting position. At his feet sat a clutch of two, pure white eggs sitting amongst a steady campfire. A bright flash of green light filled the Chinese styled house and Ben reappeared, his thick brown hair pulled back into a ponytail as he stood up. "Fine, as usual. You said that they take almost six months of steady heat to hatch, right?" he asked, taking her hand in his. The dragon nodded and let Ben kiss her on the cheek before walking off elsewhere to the household as Jinafire began her shift. She lay down on her stomach and curled her body around the two eggs, curling her tail around her head to as she shot out a short jet of flame to keep the flames steady.

The two had been married for a couple of years, after Ben had rightfully won her hand in marriage in a battle between another dragon that had claim to her. With the power of his Omnitrix and some basic sword moves, he stood a good chance against the mighty beast and defeated him, honorably calling him a true warrior and bowing low with respect. That was what she admired about her husband; no matter his enemies, great or small, he treated them all the same, with honor and respect (although he couldn't help send out a wise crack or two while doing it). She smiled as she remembered their wedding, a private meeting between her family and his in a beautiful Chinese garden under a large cherry blossom tree. She still couldn't believe a Normie of all people, found her attractive. Though she supposed she was rather beautiful in her humanoid form, most men did not find it attractive when their wife changed into a 30 ft long monster. Ben however, didn't care; he found her fiery spirit and heart of gold to be irresistible. And despite her culture, where women were inferior to men, Ben didn't see it that way and treated her as equal; When she had told them she was pregnant and that she would be laying her eggs in a couple of days, Ben had insisted they come up with an even schedule between the two of them so that she wasn't stuck with all the work. Jinafire breathed another jet of flame onto the eggs and closed her eyes, inhaling the intoxicating smell of smoke and brimstone as Ben walked back into the nursery carrying a tray sushi drenched in soy sauce, her absolute favorite. Ben noticed his wife had fallen asleep and set the tray down in front of her, kissing her on the forehead before leaving her peace, her face growing red and warm as he left . . . .

* * *

Frankie bit her lip as she looked over the many brochures in her hands. There were dozens of Monster and Normie Colleges to choose from and get a diploma from, but there didn't seem to be that many that allowed both Normies _and _Monsters. She was so focused on looking at the brochures as she sat on the park bench, that she didn't notice a figure stalking closer and closer behind her until he had grabbed her in his arms. Frankie yelped and turned to see Ben mischievously smiling at her before she playfully smacked him over the head with the handful of brochures. "Ben! Don't do that to me!" she laughed as her boyfriend sat on the bench next to her. A few years had passed since Monster High, and the two's relationship was still going strong.

"You find one yet, babe?" Ben asked her, setting his arm around her as he looked at the many brochures in her lap. Frankie sighed and set the piece of paper in a messy pile. "Unfortunately, no. None of these colleges will let us be together in one place. One college only excepts Monsters, the other only excepts Normies, and there are only one or two that actually let both in, but both of those are so far away! We'll never get to spend any time with our friends!" Frankie said sadly. Ben sighed; the search for colleges that they could be together at was not going well. Normies were still wary of Monsters and vise versa, though through Ben and Frankie's efforts they had managed to ease the hatred towards each other. "I think it's time you took a break, Frankie." said Ben, grabbing all the brochures in his hand and stealing them from her, keeping them out of her reach as she complained.

"C'mon, Frankie. You've been at this for hours," Ben told her. "Take a break, and then get back to it."

Frankie sighed and nodded; as usual, Ben was right (mostly). The two both deeply cared for each other so much that one could not function without the other. If one of them was not seen or heard from for a couple of days, the other would quickly find them, no matter the cost; Ben would pull Frankie from her work when she needed a break, and Frankie would pull Ben from his games when he hadn't seen day light for days. In a way, the two of them, the slacker/hero and the student/scientist, kept each other in balance. With a laugh, Frankie got up from the bench with Ben, taking his hand as he kissed her and walked down the sidewalk towards town . . . .

* * *

"How do you like them apples!?" Crashhopper hollered from high above the court. It was only a minute before the game would end, and Crashhopper was about to make the basket that would tie the game. As he came soaring back down to earth, he raised the Casketball above his head and slam-dunked it into the hoop on his way down as his team kept the others at bay. With the loud, shrill whistle of the referee and the loud announcement of the scoreboard, the game was tied. Coach Igor blew his whistle, and the Monster High Casketball team came in for a huddle as the Omnitrix timed out.

"We've twenty seconds to win this," Clawd began. "And as usual, Ben is keeping us together better than a mummy's bandages." The boys all nodded Ben smiled. Ever since he had become captain of the Casketball team, keeping Clawd as co-captain for his awesome skills, Monster High had never lost a game. Just when it seemed all was lost, Ben was there with his Omnitrix, ready to make things right with the slap of his wrist. "Ben, we'll try and get the ball to you so you can make the basket. If that doesn't work, pass it to Deuce and help us block." Ben nodded and glanced at Gorgon, who quickly steered his gaze away from him. Ever since Deuce had dumped Cleo or Rochelle Goyle, the two boys found it increasingly awkward to be together during games or classes. Cleo had to resist the urge to both break down and slap Deuce ever since then, but Ben had been there to pick her back up. Said mummy was with her fellow Fearleaders, cheering the team on as the game played. The Casketball team huddle broke, and the boys all took their positions. Cleo watched as Ben activated the Omnitrix and slapped the activation button, turning into Snare-oh. Out of all his transformations, she found the Thep Khufan the most interesting, mostly because it reminded her of herself. Ben however, had helped her become less and less selfish ever since they became a couple, which was infinitely grateful for. The watch wearing hero had done everything to keep her from turning into a miniature version of Nefera, and had even managed to shrink Nefera's ego while doing it to. Cleo's older sister was less annoying and rude than she normally was, actually being kind to Cleo after Ben had had a very long and serious talk with her. Essentially, he was making both of them better ghouls than they were before and bringing them closer as a family.

Cleo couldn't help but smile as she watched her boyfriend steal the Casketball from the other team and dribble it around the court with ease, ducking and dodging the other team members without breaking a sweat. Just as he came to the hoop, two members of the other team jumped into the air, ready to block his shot. Snare-oh quickly jumped and stretched his arms up and over the two monsters and shot it into the basket, scoring another point and winning the game as the scoreboard sounded. The crowd went ballistic as the Casketball team celebrated. Cleo rushed onto the court and practically tackled Snare-oh, hugging him tightly as cameras flashed. The two shared a kiss right then and there in front of all the cameras without a care in the world . . . .

* * *

Draculaura sighed heavenly as she waited by her window. The lights in her bright pink room were out, her father believing her to be asleep in her coffin. Instead, she was waiting by the window in her best outfit, waiting for her boyfriend to come for her. She didn't have to wait long when she heard a small _click _against her window pane. Without hesitation, she thrust open her windows and glanced down with a cherry pink smile. She glanced down to see a large, rounded shell hovering beneath her window sill. "Hope on, princess." Terraspin whispered quietly, continually spinning his flippers to stay above the ground as the wind created buffeted the lawn below steadily. Draculaura nodded and jumped from the window sill, landing quietly on the Geochelone Aerio's shell.

With a quick movement of his fins, Terraspin zoomed off towards New Salem. Draculaura held on tight, hugging her boyfriend's shell as they flew, the cool night air sweeping through her pink and black hair. They flew for a couple minutes before landing on a nearby roof top. Draculaura slid down off the shell and watched as a green flash surrounded the large, turtle-like alien and changed him back into a tall boy with brown hair. Draculaura's pink face turned red as she skipped over to him and hugged him, barely his chest as he looped his arms around her and returned the hug. She cried out in surprise as she pulled up into the air and onto Ben's shoulders. "I want to show you something," he said. Draculaura wrapped her arms around his neck as he walked across the rooftop and lightly jumped the small space between two buildings. They rounded a large air duct and stopped, and what Draculaura saw made her gasp.

Set up on the rooftop was a small table under a pink umbrella with two fancy chairs around it. Draculaura cried out with happiness and jumped down from Ben's shoulders as he smiled. He pulled her chair for her. He then took his own seat as a hired zombie waiter came by with two covered plates. The zombie set them down and uncovered them to reveal two veggie burgers with large salads. Draculaura gasped with surprise as she took a fork and dug into her salad. The food was delicious, and from the satisfied look on Ben's face, he had cooked it himself. She found the gesture incredibly touching, loving the fact that he had been kind enough to make vegetarian options and leave meat out entirely. That was what she loved about her boyfriend, him being so kind and thoughtful. Whenever she was having a bad day, he was there to make it better. Whenever Toralei came around, he was there (as Rath of course) to frighten her off and protect the one he loved.

"The stars are out," Ben commented, sitting back in his chair and glancing upward. Draculaura looked up to, Ben throwing a thumbs up to the zombie waiter. The living corpse quickly pulled out a violin and began to play a serenade as the young, happy couple left their table to sit on the edge of the rooftop to gaze up at the stars, Draculaura resting her head on his shoulder as he pointed out a few constellations to her. Ben then suddenly pecked her on the forehead, causing her to turn an even deeper shade of red. Before Ben knew what happened, Draculaura tackled him back onto the rooftop kissing him furiously. Ben returned her affection with equal madness, the two engaged in an all out make out session under the full moon . . . .

* * *

_Mamá, _I am going out!" Skelita called back to her mother. She quickly walked out the door and down the short walk to the road, her heels clicking as she jogged down the sidewalk. The moon was bright and the stars were out; Skelita thought they were her ancestors smiling down on her, telling her that she was doing the right thing, despite what her parents told her. She ran into town, her marigold and black hair flowing behind her as she held on tightly to her purse. She then came to a cafe and sat down at one of the tables and ordered a cappuccino while patiently waiting. After a couple minutes, she saw him.

A tall, slim figure lurched around the corner of the cafe, his back hunched over as he walked over to her. He wore a tight, see-through suit that covered his whole body. His black skeleton could be seen through the shining green suit, the charred bones held together by black and green striped knee and elbow pads, shoulder guards, and fingerless gloves. His skull was tight and roughly triangular with white, hollow eyes and bottom jaw. He walked over to her and sat down in the chair opposite of her, ordering the same thing as her. "You were not followed?" she asked quietly.

"Relax, babe." Bonez said in a deep, wheezy voice. "You parents won't suspect a thing, not when I'm in alien form." he added, just a green light washed over him and changed him back into his human form. "Okay, _now _they might suspect something." Ben sighed. Skelita smiled and took her boyfriend's hand. Ben smiled, feeling a little better. For some odd reason, Skelita's family had not excepted him when their daughter had brought him home. In fact, her _Papá _had forced Ben to change into Astrodactyl and fly off. She had cried that night, alone up her in room. And then, like magic, he had appeared at her window, taking her on a night she would never forget. What had especially surprised her, was the fact that it was a giant that had met her at the window. With ease, Way Big had shone her a different view of the world, showing her what it was like to be a giant. Everything looked so small from the safety of Way Big's hand, everything looking like toys as they walked about. After an hour of that and doing some star gazing, the To'kustar had returned her back to her house without her parents any wiser. She had rewarded him with a tiny kiss, turning the giant's face red as a tomato.

That memory still lurked in her brain somewhere as they both enjoyed each other's company. And she knew, no matter what her family said or did, there was nothing that could tear them apart . . . .

* * *

"Enjoying the ride, beautiful?" Ben asked Gigi. The genie turned a bright red as the cool night air swept past her, their red and gold colored magic carpet twisting and turning through the endless diamond sky. Over sideways and upside down they flew, Gigi and Ben somehow magically staying on the flying carpet when it did a barrel roll. "It's beautiful." she breathed. She had always been fascinated with the cosmos, hoping against hope that she could someday see the galaxy. And that dream had finally come true, all thanks to Ben.

He took her delicate hand in his pointed towards the stars, the carpet obeying the order and rocketing upwards towards space. Within seconds they broke through the atmosphere and flew through the inky blackness of space, passing the planets of the solar system and eventually leaving it behind. Ben steered the carpet towards another solar system, pointing out the many planets he had visited and explored to Gigi. She could believe she was finally seeing the stars with the one that she loved. "Thank you, Ben." she sighed, resting her head on his shoulder. Ben smiled and held her close as they dodged a shooting star and came to a slowed stop at an odd looking planet seemed entirely composed a shiny, green mineral. Petropia.

There was sudden ripping sound and Gigi felt herself being teared in two. The feeling however, was painless, and as soon as it had come, it was gone. And the most surprising result had occurred; there was a second Gigi sitting directly to Ben's left. The only difference between the two was that they had alternate clothing; while Gigi had black shorts, the other Gigi had blue; when Gigi's top was blue and pink, the others was pink and blue. Another noticeable feature was that she had dark blue hair instead of bright pink hair. This could only mean that it was Gigi's sister, Wisp. She giggled and turned red when Ben smiled and put an arm around her, doing the same to Gigi. The three of them embraced before lying back on the flying carpet in the black void of space. Both Gigi and Wisp simultaneously kissed Ben's cheeks as the solar wind rushed past them . . . .

* * *

If every ghoul was having sweet dreams about Ben Tennyson, only one ghoul was having nightmares _not _featuring him. And like a person breaking the fourth wall, we shall enter said nightmare.

Ghoulia was running. She was running as fast as she possibly could along an endless road that would curve and twist at odd, curved angles. The sky above her was tinted a dark purple color and below her was an endless, evil, dark void. She heard an enraged roar behind her, and she dared a look over her shoulder. She really wished she hadn't.

Behind her were several beasts and monsters of twisted appearance. Among them were her ghoulfriends, though they looked vastly different. Their faces were scarred, leaving pockets of yellowed bone and red flesh. Dagger-like teeth protruded from all of their lips, their fingernails twisted into raw claws that reached for her. Their clawed toes had ripped through their shoes and their dresses and clothes were ragged and torn, and a few of them had horns and spiked tails. They screeched and growled at her, reaching for her with their talons. Behind them flew math books, all of them filled with the wrong answers. The biggest monster however, was none other than Slow Mo. He chased after her with unusual speed and terror, a look of hate in his eyes. He and her friends all began chanting the same thing over and over, and it scared and hurt her to the very core.

"Freak! Freak! Freak! No one likes you! Freak! Freak! Freak!" the ongoing chant continued as Ghoulia continued to run as fast her legs could carry her. No matter how fast she ran though, the monsters were always right behind her, as if they were attached to her by a piece of invisible, short rope. It was then that one of the math books pumped its pages faster, rocketing ahead of Ghoulia fears. The evil book swooped low, causing Ghoulia to duck and stumble a little. The book dove again, and Ghoulia could feel it collide with her face, knocking off her glasses. She didn't stop running, even when the world was blurry and the sound of glass shattering and plastic twisting could be heard behind her. The book seemed more determined than ever, and gave a final attack, slamming its spine into her side and succeeding in knocking her off the endless path!

The fears all stopped chasing her and looked over the edge as she plummeted into the endless void, her friends hissing and cackling as they watched her fall to her doom. Slow Mo gazed her disappearing form with satisfaction in his eyes and toothy grin on his face, a look that Ghoulia would never forget . . . .

* * *

With a loud gasp, Ghoulia shot up in her sleeping bag, breathing heavily as the events of the nightmare came back to haunt her. Were those fears real? Or was it just those extra slices of pizza that she had eaten that were affecting her dreams. Knowing she wouldn't get back to sleep anytime soon, she rubbed her eyes and moaned quietly, picking up her glasses and fitting them over her eyes. She quietly got out of her sleeping bag and dragged into the hall with her, letting it drop to the floor as she went to go find the bathroom. Hopefully a splash of cold water would calm her jittery nerves. Having been friends with Cleo for a long time, Ghoulia skillfully found her way through the labyrinth that was Cleo's home. She eventually found a bathroom and walked in, clicking on the lights and walking over to the gold colored, ruby encrusted sink. Yes, the De Niles even decorated their bathrooms with their wealth.

She turned the sapphire topped handle for the cold water and splashed some of the chilling liquid onto her face. She felt a little better and looked at herself in the mirror, noticing that her pale, gray skin seemed a little lighter than before. Her light blue and white hair was in a mess from the static electricity in her cozy sleeping bag and would actually spark every now and then. She must have been tossing and turning quite a bit. Moaning, she looked down and noticed a small hand mirror hanging from a silver hook on the edge of the sink. Curious for a closer look at herself, she grabbed the hand mirror with one hand and pulled it up to her face, looking at herself a little more. She blinked her eyes quicker than she usually did, thinking she had seen something.

Wait, no, her eyes weren't playing tricks on her! The reflection of herself in the reflector was slowly vanishing in a cloud of dark, purple smoke. Two figures started to appear, and Ghoulia had to squint her eyes to see them clear enough. Eventually the smoke cleared, and she gasped. Two people, a short girl and a tall boy, were sitting next to each other on a bench in a graveyard, surrounded by tombstones and gnarled, leafless trees. The moon was out and was a sharp, silver crescent in the black sky. Twinkling stars blinked overhead as the two held each other close. Ghoulia almost dropped the mirror when the two figures turned so that she could see them: it was herself and Ben. Together.

The two talked to each other, though Ghoulia could not make out any sound. Ben laughed as Mirror Ghoulia smiled and sighed happily when Ben wrapped his arms around her and pulled her close. She returned the hug, the two embracing for what seemed forever. Ghoulia quickly turned the hand mirror over so that she could no longer see the reflection in the looking glass. What had just happened? Was it a figment of her imagination? Ghoulia rubbed her temples, putting her oversized brain to work to try and solve the mystery. A commanding, snide voice with hidden warmth came to her mind; Cleo's voice.

_Careful with that, Ghoulia! That mirror's magic and priceless!_ Cleo's voice rang. Ghoulia did indeed now remember Cleo telling her about the mirror. It would first show the viewer what their heart desired most in life, whether it be an item, a moment, or a person. Cleo herself had tried it out a few times, the mirror would sometimes waver in its answer, sometimes showing Deuce and sometimes showing a dress that Cleo had seen at the mall that she had wanted but forgot to bring enough money (despite being incredibly wealthy, the girl was also a bit forgetful). The mirror however, also had a dark side. Once it was done showing the holder what they most desired, the mirror would then show them their worst fears, the holders sometimes being driven to madness, which kind of explained how it ended up in the De Nile house in the first place, as Cleo's father was an antique dealer who had gotten the mirror for almost next to nothing from a crazy ogre who babbled on and on about the mirror was evil.

Old monsters aside, Ghoulia was thoroughly confused. Was being with Ben what she truly desired? She hadn't seen the mirror make them kiss or anything romantic like that, just a time between two good friends. Was that what she wanted? To be close friends with him? Although friends with the ghouls, she was never exceptionally close to them. None of them, except possibly Frankie where Science was concerned, could match her brain power. But then, why was the mirror showing her and Ben together as friends or a couple? She knew for a fact that he was absolutely hopeless at Clawculus if he wasn't Graymatter or Brainstorm, and she was the top student in that class. Maybe, the answer lied beyond her love for school? Maybe, deep down, she was desperately lonely and looking for someone to just pour her heart out to? She knew that while her ghoulfriends were exceptional at helping each other with problems and listening, there were just secrets between them that she couldn't share. Was that what she was looking for in Ben? He didn't seem to care at all whether his friends had fur or fangs, slime or vines, he loved them all equally. Ghoulia sighed and, with a shaky hand, turned the mirror over.

The image of her and Ben was gone, lost in the swirling cloud of purple ash. Another image was starting to appear, and Ghoulia knew exactly what was happening; the mirror was showing her what her heart feared the most. And when the image cleared, she nearly dropped the mirror on the floor for a second time.

The image didn't seem to have changed much from the previous one, with the exception of the appearance of all her friends. She, Ben, and her friends were all still out in the graveyard on the dark night. Mirror Ghoulia smiled at all of them, expecting a return smile or wave from each of them. However, none of those came. Cleo, ever commanding as ever, slowly reached down to the ground, and faster than her mirror counter part could move, Ghoulia's face was covered in mud. The ghouls all cackled and laughed. One by one, they all joined in, scooping up wads of earth and rocks and pelting her with it. Mirror Ghoulia cried out in misery and pain as the globs struck her skin. After one last attack, the ghouls all left her, laughing maniacally. Ben and her boy friends (just boys she was friends with) still remained, and Ghoulia feared of what was to come. The boys, minus Ben, all reached for her and began to slap and punch her, yanking at her hair and clothes without mercy. While no clothing came off, her skin was incredibly bruised and scratched from the attacks as the boys all punched her in the face one last time and moved off after the girls, all laughing as well.

With hope still in her heart, Mirror Ghoulia turned to Ben, gazing up at him with her sad eyes behind her broken glasses. Ben's face never wavered as he slowly brought up his wrist and activated the Omnitrix, Skurd silently oozing aside so his master could do his work. Ben suddenly slapped the activation button, and a brief green light filled the air as the transformation began. Ben's arms became more muscular, his legs stronger and longer. He soon became so ripped that he lost his shirt, it being torn off his body and tossed away. His skin became patchwork, stitches holding random colored flesh together as the Omnitrix symbol appeared on his right pectoral. Metallic bolts sprouted up from his shoulders, wrists, and neck as thick black hair sprouted from his head and down to his chin, stopping. The final transformation was the sudden growth of two large conductor like coils, crackling with electricity. Without a word, Frankenstrike reached for her, his heavy brow arched down into a frown. Mirror Ghoulia moved back in fear, but the Transylian was too faster, grabbing her in his large hands and mercilessly twisting her arms. Ghoulia swore she heard a snap from her arms, despite the mirror being completely mute. Frankenstrike then moved to her legs, breaking them also with a twist of his hands. He then through her, hard, on the ground and proceeded to stomp her frail body into the dust. Ghoulia flinched with every stomp, wondering why her Mirror-self wasn't dead yet. Frankenstrike then drew back a large fist and socked her full in the face, giving one last kick to the ribs before the conductors on his back gave her an electrifying shock. With a loud, hollow laugh, he lumbered off after the boys and ghouls, kicking Ghoulia's head as he walked off. Mirror Ghoulia than broke down into tears, the salty weeping mixing with the blood that had started to drip out from her wounds.

She was alone, in the graveyard without a friend in the world. Not even the crows or bats that flew the night's sky, or savage hell hounds and wolves that stalked the ground came to her, to feast on her broken body. She was worthless, pathetic. She didn't deserve to die, she only deserved to wish she could die, to just lie there eternity in her sorrow and pain. This time, Ghoulia did drop the mirror.

She couldn't stop crying, the images were so vivid. She ran out of the bathroom and ran down the hallway back to Cleo's room, hoping against hope that it was a dream. Once she got there, she glanced and nearly cried out in sorrow. The ghouls, despite being asleep and unaware of Ghoulia's troubles, seemed to be watching her with anger and annoyance in their eyes, wondering why this worthless pest had come to bother them. Ghoulia quickly moved to the guest room where the boy's were sleeping, and got a similar result, every Man-ster seeming to be disgusted by her mere present. Sniffing, she turned to look at Ben, who was the closest to the door. The bright light of the moon that cast through the window shone down on his face, and she saw nothing. Tears still in her eyes, she grabbed the edges of his sleeping bag and pulled it out into the hall as quietly as she could, which proved difficult; despite getting A+ in all her classes, she could never conquer gym unless dodge ball was involved. Once Ben's sleeping form was safely out in the hallway, she quietly closed the doors to both rooms and stooped down to Ben's face. She quickly jabbed a cold finger into the back of his neck and nearly jumped when he shot awake from the pressure point.

"Gah! Where's Vilgax!? Who do I punch!?" he asked wildly, hand hovering above the Omnitrix. Skurd, was no where to be seen, though a tiny snore from the bottom of Ben's sleeping bag gave a hint to his whereabouts. Ben then glared right at Ghoulia, his sleepy face softening when he realized it was her. "Ghoulia?" he yawned. "What's wrong?"

"Eeeeeeee-aaaaahhh," Ghoulia moaned sadly, looking both scared and beyond sad. Ben instantly got parental like and got comfortable in his sleeping bag. "Nightmare, huh? Happened to me once. Turned out to be a Cassiopelan Dream Eater though." he told her. "Seeing as you don't have a freaky face alien stuck to your head, I'm guessing you had a real nightmare, huh?" Ghoulia sadly nodded and hugged her knees, tucking her down so she couldn't look at Ben's face. "Do you want to talk about it?" Ben asked. After a few minutes of waiting, Ghoulia eventually uncurled herself and crawled over to Ben, sitting near him as she explained her nightmare and the mirror's effects.

After a quarter of an hour, Ghoulia was finished, her lip trembling as she looked at Ben with her fearful puppy eyes. Ben sighed heavily and reached for Ghoulia, the zombie girl flinching and then relaxing when it was gentle. "Ghoulia, I'm going to be straight with you: I didn't understand half of what you were saying. What I did understand though, it makes me angry. Angry that you could think such a thing." said Ben with a slightly annoyed tone. "Trust me when I say that none of your ghoulfriends, boy friends, or Slow Mo would ever hurt you. They wouldn't dream of it in a million years, and would refuse the greatest treasures of the world if all they had to do was hurt you and make you feel alone," Ben said, wrapping a comforting arm around Ghoulia's shoulders. "And I will always be there for you, through think and thin. That's what friends do." Ben then pulled Ghoulia into a hug, and she embraced it fondly, a warm feeling entering her as they hugged. After a moment or two, they broke apart, smiles on their faces.

"You gonna be okay?" Ben asked.

"Meeeehhhhhh-ahhhh," Ghoulia groaned, waving her hand a little.

"Would you feel better if I turned into Pesky Dust and set your dreams right?" Ben asked.

Ghoulia nodded and sat back as Ben crawled out of his sleeping bag and stood up, stretching a little before accessing the Omnitrix. He scrolled through the listings before coming across the alien he was looking for and slapping the activation button. A bright green flash of light filled the hallway, and Ghoulia had to close her eyes before looking down at what seemed to be just a little blue fish with two weak looking legs and fins wearing a green brace around its football-shaped body

"Darn it!" Walkatrout cursed before slapping the Omnitrix with a fin.

_**FWOOM!**_

"That's not it, eh!" Shocksquatch grumbled.

_**FWOOM!**_

"Seriously?" Blitzwolfer growled, his ears pinned against his head and his lips drawn back in annoyance showing his sharp teeth as his tail wagged angrily.

_**FWOOM!**_

"This is getting ridiculous!" Way Big complained as quietly as possible. Thankfully, the ceilings of the De Nile house were quite high, enabling Way Big to fit inside if he crouched low.

_**FWOOM!**_

"Okay, that's just _cold_," Big Chill pouted, not even laughing at his own joke. Another flash of green light covered the Necrofriggian, and Ben reappeared, an annoyed look on his face. "Okay, so the Omnitrix is not be cooperative," he sighed, sitting back down next to Ghoulia. "You want me to just sleep with you?" he asked. Ghoulia seemed a little stunned by the wording before she realized what he meant a nodded. Ghoulia then crawled back into her sleeping bag out in the hallway and watched as Ben crawled back into his directly across from her so that they looked at each others faces. "Good?" Ben asked. Ghoulia nodded and took off her glasses, closing her eyes and letting sleep coming to her.

Ben watched over Ghoulia's small form, waiting until he was sure that she was asleep. He then quickly leaned over and pecked her on the forehead, a sort of reassuring god night kiss. As Ben settled back down into his sleeping bag and closed his eyes, he failed to see the smile that curved across Ghoulia's face in her sleep, her dreams much more happy now that Ben was watching over her, and her fears had been destroyed for good.

* * *

Unknown to either of the them, Clawdeen had watched the whole spectacle from Cleo's room after Ghoulia had closed both doors. She peered through a crack between the door frame and door, watching the whole event unfold before her eyes, everything from Ben and Ghoulia hugging, to Ben's attempts at making Ghoulia's dreams all the sweeter. She even caught the moment where Ben lightly kissed her head, promising to watch over her for as long as he lived.

Needless to say, there werewolf was perplexed. Ever since the Halloween Fiasco, she had been wary about Ben. While most ghouls were attracted to him like flies to honey, she was repelled like Draculaura when met with meat. She was disgusted by him and how he had managed to round up almost all her ghoulfriends into a harem. In her eyes, he had every single one of them but her and Venus wrapped around his finger, ready for disposal whenever he pleased. The only reason she wouldn't share these thoughts with Venus was because she could stand only so much of her environmental talk before going insane. She felt angry and alone, left out of something big, especially when all the guys and ghouls had fawned over Ben when he regaled them with his tales of the cosmos.

The only reason she even tolerated Ben for this long was because he disliked Toralei as much as she did and actually had the fire power to do it. As far she was concerned, anyone who didn't like Toralei was alright in her book. So why did she still dislike him? Maybe it was because she was the only one left out of the fun. Ben had never even come near her, and she was sorry to admit that it was her fault. She sighed and rubbed her temples. Life had just gotten more complicated, especially with that werewolf alien form she had just seen moments ago. Her heart was pumping faster than she could run on a full moon, and she had a feeling it had nothing to do with the extra steak she had eaten before bed. With a yawn, she went back to her sleeping bag, deciding to put her weary mind to rest.

Maybe it would all be better in the morning.

**And here is the longest chapter yet! 21 pages typed! Whew!**

**For all you readers out there waiting for an appearance from Blitzwolfer, I hope you're satisfied until the next chapter! Sheesh. Worse than a shoal of piranhas :) And for those of you wondering about Bonez, I based him off of a picture I found on the internet when searching under Atomix. Apparently someone that works for the show or just a fan drew it and posted it online. I gotta say, it actually looks pretty cool. Check it out if you don't quite understand what Bonez looks like. **

**Anyways, leave your reviews and comments below. I expect to see more reviews since this is not only the 13th chapter, but the longest! Obey my command! Mu-ahahahahahah-ahahahahahaha!**

**If you have ideas or requests for this story, please PM so I may appeal to my audience. Again, if your idea doesn't make it into the story, feel free to write your own and let your creative soar (cheesy, huh?). And if you have any ideas for the Ever After High sequel to come much later, PM me as well. I have a basic bare bones idea, and I want to hear what else other people have to say!**

**Hasta Luego!**


	14. Serious Gardening

**WOO-HOO! YES! YES! YES! WA-HOOOO! YEE-HAW!**

**Why am I so happy? Well for starters, I now have more than 200 reviews on this story! Secondly, I have achieved global popularity with my story being read in more than 40 countries! But enough about my accomplishments.**

**I know a lot of you have been complaining and asking about where the heck Abbey was during the many dream sequences, and I apologize profusely for that. The main reason I did not write a dream for Abbey was because I forgot about it. Sorry.**

**And for those of you who have been impatiently waiting for some action to begin between Zs'Skayr's cronies and Ben, wait no more!**

**And yes, I am aware of what happened in the last episode of Ben 10: Omniverse EVEA (so sad)! I'm still keeping Skurd on Ben's wrist until the very end, where he will meet the same happy fate as the show. So be patient! **

**As always, don't forget to review and comment below. While I simply love the people who have been following me since day one and have reviewed every chapter, it gets a little tiring seeing the same old people review over and over again. Lets get some newbies (and oldies, you keep reviewing :)!**

**Enjoy!**

Abbey blinked her eyes and looked at her surroundings; nothing but ice and snow for as far as the eye could see. Her breath could be seen in the frigid air in front of her, curling from her mouth and nose like smoke from a chimney and eyes were constantly blinking to keep the snowflakes out of them. She did not feel cold in the slightest, but there that chilling feeling that she was not alone, in this world of freezing cold. Abbey took a step forward and found herself wading through ankle deep snow that parted before her with ease as her boots stomped it down. She kept her arms wrapped around her at all times to fight off the freezing cold. After what seemed like hours of walking across a barren frozen tundra, she saw something in the distance.

She quickly picked up her pace, running as fast as one could through deep snow. When she came upon the object, she found it was an abandoned dog sled of sorts, except that the harness where a dog might be was about five times bigger. Abbey quickly concluded that the sled was meant for yaks instead of dogs and began to look across the frozen tundra for such a beast. Or anything for that matter.

She had no idea where she was, stuck out in the middle of nowhere in the freezing cold. Unlike most people who might have been stuck in a similar situation, Abbey kept calm. She was used to the cold, coming from a small mountain village high up in the Himalayas, and was used to being in situations like this. She could not count the many times she herself had found herself stranded in the tundra or on the side of a cliff without of a way off. The yeti girl looked around one more time, and her eyes brightened when she was a large, shaggy figure a little ways off. With a bright smile on her face, she jogged after the creature, catching up to it quickly. Or to be more precise, the figure was coming towards _her_, for some reason getting larger and larger as it got closer. Abbey stopped running and cocked an eyebrow. She had never seen or heard of a yak so big or so tall. She quickly found out way, mainly because it wasn't a yak in the first place.

Towering a good 3 ft over her head was Shocksquatch, staring down at her with blank and emotionless eyes. Abbey raised an eyebrow when a sudden cold wind blew past them, ruffling Shocksquatch's fur as snow piled up his right face. The Gimlinopithecus didn't react and merely pushed past Abbey and back towards the sled. "Hey! Where you think you are going?" Abbey yelled, but the ape-like alien didn't answer. He merely lumbered over to front of the sled and bent down to pick up the harness before strapping it around his chest. He then just stood there, waiting for something. What he was waiting for, Abbey did not know. With a frustrated huff, she turned in the opposite direction and began walking, lowering her head to shield herself from the shrieking winds. She walked across the featureless landscape for what seemed hours, days on end even, without a single change in the barren landscape. Her trail was quickly filled in with new fallen snow, but Abbey did not care if she could not find her way back to the sled or not. While she had made a truce with Ben during Mad Science, she did not particularly like him. She was already having enough trouble with Heath.

The Fire Elemental had done everything in his power to get her to like him, and she had to sadly admit it was working. While she wasn't just ready to jump into his arms and kiss him like a madwoman, she did admire his persistence and humiliation quite a lot. Besides, it was frowned upon in her culture to have an affair with more than one person. Daring a peek into the howling winds, Abbey brought her head up and nearly screamed with anger: she back directly where she had started, at the sled with Shocksquatch still standing and waiting, despite the snow having all but covered the sled and buried him up to his chest. With a frustrated growl of defeat, she dug her way over to the buried sled and quickly pushed the snow aside and climbing onto the end of the sled, waiting for a reaction; all Shocksquatch did was shuffle a little bit, a small amount of snow coming off of his shoulders.

"Oh for love yak! MUSH!" she roared, her voice nearly drowned out by the freezing breeze. Shocksquatch instantly reacted, roaring and pounding his chest like a gorilla before shooting off like a rocket, pumping his mighty arms as he jogged across the tundra. Abbey was surprised to say the least and hung on for dear life as Shocksquatch moved faster than she had ever thought possible. They raced across the frigid land, features actually beginning to take form before Abbey's eyes, as if they were awoken by Abbey and Shocksquatch's presence; snow drifts began to form around her as ancient and tall mountains sprung up in the distance, their snow capped peaks piercing the sky like needles. Lone and frail pine trees nearly bent in half from all the weight of the snow grew quickly from the snow covered ground, and the raging blizzard seemed to lessen slightly.

Abbey gasped as they suddenly soared right over an opening canyon, gripping the sled even tighter as Shocksquatch began to run on all four limbs, never breaking his stride as he continued to run. Abbey watched, stupefied, as towering ice walls began to form around them, shaking and rumbling as they were pushed upwards by an invisible force. She jumped slightly when the dog sled sudden began to run up a flight of stairs carved out ice and hung on tightly when the sled began to swerve across a slippery floor. They ran up another flight of stairs as the ice groaned and cracked itself into beautiful patterns for her, transforming itself into some sort of building. Shocksquatch took a hard right, as if he had a lay out of the entire building wired into his mind before the place was even built. Abbey gave an involuntary scream when the sled came to a sudden stop and flew over the sled, smacking hard into Shocksquatch's still form.

"Look what you do to Abbey!" she cried as Shocksquatch turned around and reached out with a gentle hand to help her up. Abbey pushed aside and picked herself up as Shocksquatch silently unhooked himself from the dog sled, which magically disappeared in a swirl of snowflakes. Abbey blinked and turned around when she heard a sort of whistling sound, nearly jumping with surprise when she saw Arctiguana and Big Chill in front of her, their backs turned to her as they blew icy vapor from their mouths and built up the building's walls and ceilings. Once those were done, they turned in unison to the wall in front of them and blew hard, a large, icy throne forming before Abbey's eyes. Once the throne was complete, the frigid aliens turned to look at her with blank eyes as Shocksquatch stopped over to them, his face showing no emotion. All three aliens faced Abbey and were suddenly engulfed in a bright green light, all three of them changing back into Ben. Abbey nearly shouted with rage before all three Ben's suddenly morphed into one. Abbey blinked and watched as Ben then stooped down and bowed before her, his head resting on his knee.

"My Queen," he said suddenly. Abbey soon found herself turning a bright shade of pink. Sure, she had heard many similar things from Heath, but she knew he was only saying the first that came to his mind. And for some reason, Ben's words meant more to her than Heath's. As if summoned by her thoughts, Heath suddenly appeared in a flurry of snowflakes and walked over next to Ben, taking a similar posturing and bowing before Abbey, who was now turning a dark shade of red. Both boys then stood up in unison and each took one of her hands, gently leading her towards the throne and sitting her down, each kissing her hand lightly before taking positions on either side of her like guards.

"This is life," Abbey sighed, sitting back in throne . . . .

* * *

"Abbey! Abbey! Wake up!" Frankie's voice cried lightly. With a yawn, Abbey cracked open an eye and sat up, rubbing her eyes and stretching. "What Abbey miss?" she asked sleepily.

"Ben and Clawdeen are gonna race around the tomb!" Frankie exclaimed excitedly. "C'mon!" she said excitedly, racing out of Cleo's empty bedroom. Abbey yawned again and slowly got up, slowly following Frankie's excited calls out of Cleo's room out to the grand balcony that overlooked the estate. As the guys and ghouls whooped and cheered for their favorite racer, Ben and Clawdeen were limbering up below, as well as talking trash to each other.

"You sure you want to be doing this?" Ben asked, cracking his back.

"Of course I do," Clawdeen growled. "I ain't gonna pass up any chance ta whoop your sorry butt."

"Famous last words," Ben grinned as Spectra swooped down to towards them and up to Ben, pecking him on the cheek. "Good luck," she said before moving back and positioning herself in between them and pulling out a checkered flag from behind her back. "First one to run three times around the house wins. On your marks!"

"Get ready to eat my dust," Ben chuckled as he turned on the Omnitrix.

"Get set!"

"I'm eating my own dust, thank you very much," Clawdeen purred.

"GO!"

Clawdeen raced forward, easily putting distance between herself and Ben, who merely smiled and slapped the activation button on the Omnitrix, letting the green light washing over him and changing his DNA. His fingers hardened into sharpened blades as a long, whip-like tail sprouted from the base of his spine and stretched out a couple feet. His toes ripped out of his shoes and melted into four claws, two in front, two in back. The ball of his heel crunched forward, moving under his foot bones and becoming perfectly round and smooth, suddenly separating itself from his foot and held there by his curved toes. Ben felt his skull stretch back into a sharp point and his legs bent backwards. A pointy, black helmet with a slide down mask materialized on his head and a tight, black and green body suit appeared on himself, the Omnitrix and Skurd appearing on his chest, completing his transformation.

"Clawdeen is the toast, no?" Abbey asked Jane, who sadly nodded as XLR8 gave a cocky grin and shot off after Clawdeen in a black and blue blur. The ghouls and guys hung onto the railing as the force of the Kinceleran's speed pounded, bending all the hedges and pruned trees across the grounds to his will.

"Hahahaha, sucker!" Clawdeen cried gleefully as she rounded the corner of the house.

"Think again, Clawdeen!" XLR8 cried happily as he zoomed past her, Skurd barely hanging on with his tiny, green tentacles. Clawdeen gasped and then gritted her teeth, moving her legs as fast as possible as XLR8 disappeared in a cloud of dust. She began to wildly look around for something, anything that might remind her of the full moon. If she could just find that boost, she just might be able to beat Ben at his own game, at least tie with him if it wasn't enough. She was approaching Cleo's Taydenite statue. The Queen Bee had ordered her servants to set up a row of small spotlights to light up her glorious statue's face so she could always see herself clearly, even in broad daylight. Clawdeen's eyes widened as she looked up at the statue, her face lit up with several bright circles.

"AAAAAA-RRRROOOOOOOOOOOOOOOOOOOOO!" Clawdeen howled happily. She felt like she had just drunk a hundred gallons of coffee with a thousand lumps of sugar in it! She felt like she could run forever, and she put the skill to good use. She shot off like a rocket after XLR8, coming upon him and the finish line as they began the second lap. The Kinceleran glanced behind him and gasped, gunning his wheels to go even faster. Clawdeen grinned maliciously as she caught up to him, a confident look on her face. "Feeling tired?" she asked.

"Never!" XLR8 cried. "I could run eternity!" he added, just as the Omnitrix timed out and changed him back. He tumbled to the ground in a cloud of dust and groaned as Clawdeen laughed and sped ahead. "You had to jinx yourself, didn't you?" Skurd asked.

"Shut it," Ben grumbled, getting up from the ground and turning on the Omnitrix. "C'mon, give me Fasttrack! XLR8! Jetray! Clockwork! Somebody useful!" he cried as he slapped down on the watch face and let the green light wash over him. He felt himself taller and much more muscled as gray colored fur sprouted all over his body. His face bulged forward into a pointed muzzle, lined with sharp canine teeth as a black nose formed on the end. Organs sloshed around inside him and bones crunched and ground together as he felt said muzzle split into four ways and his fingers become longer and tipped with razor sharp claws that could easily slice through most objects. His toes melted into two, large talons as a third sprouted from his heel and a long, furry tail grew from the base of his spine. A mane of fur rose from the back of his neck as spikes rose from his elbows and shoulders. A green and black suit appeared on his body with green wrists bans and a collar around his neck with the Omnitrix symbol on it.

"Blitzwolfer? Seriously!?" the Loboan growled. With a heavy sigh, he got down on all fours and dashed after Clawdeen, catching up to her as they both crossed the finish line and began the second lap. By now, Clawdeen was getting a little winded and had begun to slow down a little. That is, until she a loud, hollow yell behind her that blew her skirt up. She quickly thrust it back down and glared at an approaching Blitzwolfer. "_Howl _you doin', Clawdeen?" he growled as he passed her, oblivious to the werewolf's red face and bared teeth. With renewed vigor, Clawdeen raced after him, choosing to run on all fours like him to hopefully gain an advantage over him. They crossed the finish line at the same time and began the third lap, the cheers and cries of their friends from above egging them on.

"Ooh, this is going to be close!" Draculaura cried with anticipation.

"So, they're both wolves now, right?" Frankie asked, slightly confused.

"_Si_, it would appear so." Skelita noted.

Clawdeen was panting and breathing hard as she rounded the corner with Blitzwolfer on her heels. Her face was red, and it wasn't just from exhaustion. With a very handsome werewolf-like alien next to her, she couldn't help but glance at him every couple of seconds, just to look at him and admire his features. She knew it was would only be a couple of years before she would look similar to that, and if she was going to turn as beautiful as he was handsome, one could say she was more than ready to grow up. The two stayed almost even as they rounded another corner of the house and passed Cleo's statue, rounding the third corner of the tomb and then the fourth, making an all out mad dash for the finish line where Spectra stood with her iCoffin, ready for the photo finish. Gritting his fangs, Blitzwolfer dug his claws into the ground and raced forward, pumping his legs faster and faster, pushing himself to the limit as Clawdeen scrambled for footing. Her boots provided excellent friction, but her filed nails did not. With a grunt she forced herself back up on her legs and rushed forward, both them seemingly crossing the finish line at the same time.

"Who won?" Blitzwolfer growled, panting heavily with his tongue lolled out of his mouth.

Spectra didn't answer for a few seconds, squinting her eyes to look closer at the picture. After a few minor edits, she was able to see the picture clear enough. By then, everyone on the balcony had come down to the front entrance, Ghoulia and Slow Mo being the last ones out. "The winner is . . . . Clawdeen by a nose!" Spectra announced. The ghouls all burst in applause and whistles and cheers, Clawdeen looking happier than she had ever felt before. Blitzwolfer stood off to the side, a small smile on his face as he watched Clawdeen celebrate. He was about to walk over and congratulate her when a sound met his sensitive ears.

Without warning, the Loboan howled and raced towards the guys and ghouls, grabbing Jane and Jinafire in his large claws and throwing them onto his back without explanation before clearing the tall wall that surrounded Cleo's home in a single bound and running off towards the woods. The others just stood there dumb found.

"Is he upset that you won?" Robecca wondered.

"If he is, he sure is a sore loser," Clawdeen huffed.

"If he was sad, then why did he take Jane and Jinafire like that?" Draculaura wondered.

"I dunno, but we better find out, and quick! No telling what goes on in Ben's head when he's in alien form." said Clawd warily. The guys and ghouls then raced after Ben, most of them opting to run through the gate and then head into the woods; Spectra followed from above, hoping that her boyfriend wasn't getting into trouble again.

* * *

"Ben! Explain yourself!" Jinafire demanded, holding on for dear life as Blitzwolfer ran through the woods. Jane was silently screaming as she held on tight, her eyes filled with fright and fear.

"Venus is in trouble!" Blitzwolfer yelled, jumping over a log and swerving around a tree. "Is that a good enough explanation for ya?"

"But why would Venus come out here? And why did you take us with you?" asked Jinafire.

"Why Venus is out here, I have no idea. I picked you for your fighting skills, and I picked Jane because I figured she might be able to help out somehow."

"You mean by fighting someone?" Jane asked warily.

"If can. You don't have to, but maybe try and get Venus out of there if necessary." Blitzwolfer told her. "I just hope we get there in time."

* * *

Venus's head was spinning. She had a huge head ache that felt like someone was using her head as a bass drum. Holding her head with a hand, she walked through the Dark Forest, not intimidated by the glaring red eyes from the hollows in the trees or the thorn brambles hidden amongst the few beautiful flowers. Whenever she was having a hard time or needed to get away from the smog and bustle of the city, she would always go for a walk in the Dark Forest and head towards her special place. It was a place that no one but her knew about, not even Jane Boolittle knew about it. She called it Eden's Gateway, and it was aptly named; hundreds of rare, beautiful, and exotic plants grew in the special clearing, found nowhere else in the world. Once she entered between two large cliff sides, she could smell the intoxicating smell of the flowers that seemed to magically clear up her head ache. A babbling, sparkling creek ran through the small clearing, rainbow colored trout swimming about below the surface.

With a heavenly sigh, she sat down on a log and crossed her legs, meditating and sniffing the rare plants that made their home there. As she meditated, the ground around her suddenly burst into bloom, beautiful flowers of every color appearing. Sweet birdsong filled the air as she sat, there clearing her chaotic mind of all issues. After a while, Venus came to the conclusion that all of her issues were caused by one person: Ben Tennyson. Sure, she had appreciated his small rescue from Toralei, but he had caused her so much pain. She had been locked away in the catacombs for so long, that she was barely able to drag herself back out. If it hadn't been for Jane Boolittle, who had been exploring the maze of tunnels at the time, she would have surely perished and shriveled up into nothing if she hadn't gotten some sunlight.

That was when she heard the voices. That, and she heard a sudden scream for help. No one else would have been able to hear the scream unless they were related to plants somehow, as the tiny scream of agony came from a rare flower being stepped on from behind her. She turned on the log to see a large, burly werewolf with a white cap and black shirt and a bandaged covered mummy in black and red robes. "You girly, are coming with us." the werewolf growled.

"The master commands it!" the mummy moaned. The werewolf glared at him before stalking closer to Venus, an anger expression on his face. "Now, are you going to come with us willingly, or will I have to hurt you?" Crüjo asked.

"The master wanted her in one piece!" Kuphulu complained.

"It does not mean I can not have some fun," the Loboan grinned, cracking his knuckles. He suddenly leaped forward and tackled Venus, knocking her into the creek as he landed on the other side. Kuphuli dipped his bandages into the water and wrapped them around Venus, pulling her out and throwing her against a tree. Venus groaned as she slid down the trunk, barely able to roll out of the way as Crüjo attempted to pound her into the ground.

With fear and anger in her eyes, Venus quickly got up form the ground and clapped her hands, raising them up into the air as thorny vines and shoots grew up from the ground. The vines and shoots wrapped themselves around each other, intertwining themselves together into crude legs and arms, large bulbs sprouting from between the arms and into heads. The plant creatures growled and jabbered as Venus jabbed a finger at Crüjo and Kuphulu. The gremlins, no taller than Venus's waist, rushed forward, raking their thorn tipped fingers as they attacked the two monster aliens, biting and clawing at their fur and bandages mercilessly. Despite their best efforts, the little gremlins were quickly dismembered, snapped in two between Crüjo's jaws or ripped apart by Kuphulu's bandages; the last gremlin was squished under Crüjo's foot, and the two criminals edged closer and closer to Venus, annoyance written on their faces. Venus began to back away, out of ideas on how to possibly defend herself.

"Mother Nature, if you can hear me, please help!" she begged, stumbling over a rock and landing on her back, scrambling backwards as the two monster aliens edged closer and closer.

"Leave her alone, you Halloween Rejects!" a gruff voice yelled. The two aliens glanced to their left to be struck in the gut by a multicolored fist seemingly made out of blocks. Venus turned to look at her savior, surprised to see that it seemed to look like a gorilla made entirely out of red, yellow, and blue LEGO bricks. Her face turned a paler shade of green when she saw the Omnitrix symbol on its chest, knowing full well what that meant. There was a sudden sound that sounded like a hundred LEGO bricks clatterung together, and the figure began to shift and shape before her very eyes, its arms forming into twin gun barrels as a sort of backpack appeared on its back. Two colorful blocks fired out of the twin barrels and at the cronies, Kuphulu dodging it as Crüjo was struck in the face. Bloxx continued to shoot his Bloox Lobbers as Kuphulu made his way to him and thrusted his fingers into the barrels of the guns, effectively jamming them and rendering them useless. It was then that the Thep Khufan was struck in the head by Jinafire's outstretched foot. The young dragon had attacked from above and truck Kuphulu in the face, using it as a spring board to bounce back and flip through the air, landing in a fighting pose next to Bloxx.

"Nice dismount," the Segmentasapien noted.

"Thank you. Shall we dispose of these villains?"

"Lets."

Crüjo came charging at them, and they barely made it out of the way before it turned around and repeated the attack, slamming into Jinafire a tree and pummeling her body with his might fists. Bloxx stretched out his arms to try and pry the Loboan off of his friend (ghoulfriend maybe), but a set of thick bandages wrapped themselves around Bloxx's arms, preventing them from stretching and growing. Bloxx struggled with his bonds, but Kuphulu was stronger, managing to pin Bloxx's mighty arms to his sides and wrap him up like a Christmas present. "Jane!" Bloxx cried out.

The monster girl suddenly fell out of a tree and landed on the ground in a completely unorthodox style and landing on her back. "Oww," she moaned, quickly getting to her feet and striking the best fighting pose she could. Kuphulu merely laughed at her. "You think you have the capability to defeat me? You insult me," he cackled. Jane ran forward as he gloated and punched him as hard she could in the jaw, dazing him and causing him to lose his grip on Bloxx, just as the Omnitrix timed out and changed the Segmentasapien back into Ben.

"Thanks, Jane!" Ben called out as Jane tussled with Kuphulu. He then turned toward the Omnitrix and cycled through his aliens before finding the one that he needed. He slapped the activation button and let the green light wash over him, changing his DNA at the molecular structure. His skin turned a dark green, patches of it turning bright green as it became soft and stretchable. The feeling of bones vanished all together to instead be replaced by some sort of woody structure that acted as a skeleton. His legs began to twitch violently until they each split in two, becoming long tendrils that would let him skitter and stalk amongst the ground. Two fleshy mounds appeared on either side of Ben's head, pulsing and swelling until they became Venus Flytrap-like flaps with pointed teeth at the ends. His arms became long and rubbery, long fingers forming on each end with fleshy thorns appearing on his elbows, knees, shoulders, and chest. His head retained a similar shape as his eyes molded together into one. A row of spikes formed on his head as a green belt with the Omnitrix on it appeared on his waist, completing the transformation.

"Cha! Wildvine!" he cheered, pumping his fist.

"Get on with it, dear boy! Save the girl!" Skurd yelled from his stomach. Wildvine nodded and stretched out an arm, anchoring it around a tree and pulling it taunt. He pulled back to be sure and gave a little jump, the tension in his rope-like arm pulling him forward to body slap into Kuphulu, sending both him and Jane flying. While he was dazed, Wildvine loosened his grip on the tree and jumped into the air, pulling all his stalk-like legs together to quickly burrow beneath the ground. He popped up next to Kuphulu and punched him in the gut, disappearing into the dirt before the mummy could hit him. He reappeared behind him and jabbed him in the back with another fist.

Meanwhile, Jinafire had managed to release Crüjo's grip on her with a quick jet of flame. As the Loboan tried to put out the fire that was currently eating away at his hat, Jinafire punched him in the face and gave a swift kick to his gut, releasing his grip on her. Jinafire then proceeded to use the tree as a springboard and leap at Crüjo, ramming her head into his chest and kneeing him in his gut as he fell to the ground, defeated.

Jane groaned and picked herself out of the berry bush she had landed in, which happened to be next to a stunned Venus. "Are you alright?" she asked the plant monster. Venus merely nodded and watched the fight between Kuphulu and Wildvine, amazed that someone who had a knack for destroying things could also be so delicate; the Florauna was daintily jumping and moving about with ease, deliberately avoiding the rare and endangered plants that Venus protected. Venus felt touched at this, and actually winced when both Wildvine and Kuphulu took a dive into the deep creek. Moments later, Kuphulu came flying out, striking a tree and sliding to the ground, defeated. Following him was a Piscciss Volann, with a smug and toothy grin on his face. In a flash of green light, the aquatic alien disappeared to be replaced by Ben. Venus watched as he walked up to Crüjo, anger in his green eyes. She had to admit, she was very impressed; he had come to her rescue when she was sure no one would, and had done it out of the selflessness of his heart. He had deliberately avoided the plants and flowers she had worked so hard to grow and knew he was not about to let the two criminals destroy her and her hard work.

"Take a hike, Fuzzball," Ben frowned. Ben quickly accessed the Omnitrix and slapped the activation button, the green light washing over him as he began to change. His skin went from being soft and warm to hot and hard as concrete. Rocky bumps formed on his wrists and shins. His shoulders became broad and massive, so large that he had no neck at all; his face face was stuck right in the middle. His mouth became wider and almost forever stuck in a toothy grin. His fingers swelled in size, and Ben could feel a slight tingling sensation at the tips. He felt a strange feeling as his guts all move upward into his chest as a swirling, hot magma center filled their space. His toes melted into one smooth, rounded foot. A pair of black shorts with green stripes appeared on him as the Omnitrix suddenly appeared on his forehead, completing the transformation. A now very angry Gravattack stood in the clearing, towering over all who was there.

The Galilean raised his hands, green, wavering disks appearing in front of his hands. Crüjo and Kuphulu were slowly lifted into the air. When the Thep Khufan realized what was happening, he stretched out his bandages and hooked them around a rock, but Gravattack's orbit was too strong. Venus, Jane, and Jinafire all had to hang on tightly to trunks and tree branches just to avoid getting pulled into his orbit, but they didn't feel the least bit sorry for the two cronies. Around and around they flew, yelping as they spun around. After what seemed forever, when they had gathered up enough speed, Gravattack quickly raised his hands and cut out the orbit, sending both of them across the horizon and out of sight. A green flash of light later, and the Galilean was gone, to be replaced by Ben. He walked over to Venus and pulled her up with a hand. "You alright?" he asked.

Venu gulped nervously, trying to avoid direct contact with his amazing green eyes that looked like the very thing of nature. This boy had selflessly saved her and her sanctuary without concern for his own safety. Venus knew she had swallow her pride and at least thank him. She knew he was incredibly sorry for what happened on Halloween, but was she ready to forgive him for betraying her? For hiding behind a dozen different masks so she wouldn't know his true identity? Venus glanced up at those green eyes again, and knew the answer.

"No. I'm not alright," she said quietly. Ben's face grew worried, until Venus suddenly wrapped her arms around his neck and pulled him forward, pulling him into a deep kiss. After a few moments of shock, Ben mentally smiled and returned the kiss, deepening it even more. The two stayed that way for what seemed forever, nothing but them existing in Venus's refuge. Eventually, they broke apart when they needed air, smiles on both of their faces. "Now, I am fine," Venus laughed. They both turned at the sound of giggling to see all their friends watching them with mixed expressions. All the guys, Spectra, Ghoulia, and Lagoona were all smiling and giving Ben a thumbs up while Jane, Gigi, Skelita, and Jinafire watched with knowing smiles on their faces. Cleo, Abbey, Clawdeen, and Frankie stared at them with wide eyes as Draculaura squealed with glee and began to rapidly send a text on her iCoffin.

"Geez, talk about privacy issues," Ben smiled as Venus turned a deep shade of pink.

* * *

Zs'Skayr was displeased. No, "displeased" was not the right word for it. "Displeased" would have been putting it lightly. The Ectonurite was absolutely furious and engulfed with rage. "How is it possible that neither of you two dolts were able to capture the girl!?" he rasped, glaring at a frightened Crüjo and Kuphulu. "W-w-we b-beg for your forgiveness, m-my Lord!" Kuphulu stammered, incredibly intimidated by his boss's single, glaring eye and unbelievably sharp scythe. The Econurite began to pace the floor in front of them, floating back and forth with his hands behind his back with his scythe in hand. "I do not give forgiveness out to just anybody, Kuphulu," he growled. "But because you amuse me for the moment, I shall spare you both. For now." he added, as both his henchman gulped. Zs'Skayr was not someone to be trifled with, and if one were to disappoint him one to many times, one could never be sure what he would do.

"Now come," he said. "Dr. Viktor has nearly completed the device." The Ectonurite floated off through the trees without another word, raking his claws across the trunk of a tree as he passed by. Crüjo and Kuphulu shared a nervous glance before following their master through the woods without speaking. They went on for about a quarter of an hour, staying to the shadows as they walked; one could be sure who was lurking in the forest. They finally came to the hollow shell of an empty warehouse. Zs'Skayr fazed through the rusted side, forcing his lackey's use the door. The inside of the warehouse was empty for the most part, save for the many stacks of rotting crates and an old crane that was mounted from the railing of an ancient catwalk. The center of the room had cleared, where a large sort of device had been built. In a classic weapon fashion, the huge device was a large ray-like weapon of sorts. It's creator was currently grumbling to himself as he worked on a stubborn piece of his creation, a hatch on the clunky device lifted up so he could work inside.

"Dr. Viktor," Zs'Skayr breathed.

The Transylian jolted, hitting his head on the inside of the machine and cursing profusely. The large alien then slowly drew his head out of his machinery and rubbed his sore skull, bowing slightly to his master. "Yes, master?" he asked with a weary voice, mostly because he had thumped his skull.

"How is the weapon coming along?"

"The weapon is coming along smoothly, master," Dr. Viktor answered in a thick German accent. "However, I will still a few more parts and a large enough power source in order for it to function correctly. The use of Corrodium makes things . . . . temperamental." Zs'Skayr sighed and tapped his bony chin with a claw, thinking. "Hmmm. I may know where to get what you seek. I will however, be joining these two simpletons when I send them to gather them, as they can not seem to complete a single task I give them."

"And Ben Tennyson?" Dr. Viktor asked.

"We will deal him soon enough." Zs'Skayr chuckled darkly.

* * *

The heavy oak doors slammed shut heavily as Charmcaster walked through them and collapsed on the sofa, exhausted. After a day of searching for a job, finally finding one at the Coffin Bean and also finding that Ben worked there, and speaking with Headless Headmistress Bloodgood, she was beyond tired. On the bright side, after a word from Ben and a promise to take responsibility for her, Charmcaster was an official member of the student body of Monster High. Starting tomorrow, she would have the exact same schedule as Ben before she would get her own, and she was more than equal to start repairing bridges with the student body. She yawned and was about to head upstairs to the bedroom she was given to take nap when she heard a sound coming from the other room. To her ears it sounded something like a sickening slurping sound. Fearing that the house had been infested with some kind of slimy monster pest, she ordered for an orb of mana to come to her hand. With it poised and ready to throw down at any unsuspecting critter, she silently stalked into the next room on tiptoe. Her breath quickening, she decided to get it over with and jumped into the next room, ready to kill something.

Instead, she found Ben and Venus McFlytrap making out on the couch in front of a muted movie. The young couple broke away when they noticed Charmcaster, both of their faces turning pink. "Um, hi Charmcaster," Ben said sheepishly. Charmcaster grinned maliciously and let the ball of energy dissipate, leaning against the door frame. "Does Spectra know about this?" she asked smugly.

"Yeah, about that. Turns out quite a few monsters have more than one "mate", so to speak," Ben explained, saying the word with air quotes.

"Really? Meh," Charmcaster shurgged, walking towards them and flopping down on the couch between them, to which Venus was a little disappointed. "So, you're not worried about the sudden appearance of two of Zs'Skayr's lackeys in a completely different dimension?" she asked. Ben sighed and sat back. The thought had been bugging him, itching at the back of his mind like an annoying fly that wouldn't go away. "Of course I'm worried. I just don't have any idea what they're up to," said Ben. "Besides, waiting for the villain to strike first before beating the tar out of them is more my style. My detective skills are not exactly something to talk about," he admitted. "So, how'd the day go?" Ben asked, trying to change the subject.

"Pretty well, actually. Sure, I have to spend a week in detention, but I was expecting something like," Charmcaster sighed.

"So you're in?" Ben asked. Charmcaster merely smiled and suddenly hugged Ben, much to Ben and Venus's shock. Charmcaster was uncharacteristically sobbing lightly on Ben's shoulder as he slowly reached his hands up to return the hug. She was more than happy, getting a second chance at life to make things right and better than before. And it was all thanks to him. "Thank you," she cried. "Thank you for giving me a second chance."

"You're welcome," Ben smiled, and even Venus had to smile lightly. She now had another reason to like her new boyfriend. He was kind and compassionate, at least when his loved ones were not in imminent danger. Charmcaster then released Ben with a smile on her face as she left the room to head up to her own. Ben watched her go before returning to Venus.

"Where were we?" she asked with a sexy smile on her lips.

* * *

Nefera groaned and slowly blinked her eyes. How long had she been out? She moaned again and slowly sat up, holding her pounding head. The last thing she remembered seeing was some horrific, monstrous, abomination of unimaginable horror and fear. The events of the past day and a half suddenly came back to her, everything from the mysterious mummy in her room to the horrifying face that had sent her into oblivion. She then began to tremble again at the sheer memory of the face until another memory came back to her; a comforting, warm feeling that she wanted to feel more of for some reason. She had never felt the feeling before, but she wanted more of it. What was that feeling anyway?

Whatever it was, it certainly wasn't the fear and respect she usually got from her underlings. She knew she wasn't well liked by a lot of monsters, most finding her either repulsive and rude, or fearsome and someone to avoid. But this feeling, it was different. It was warm and touching . . . . almost as if it came from someone that actually . . . . cared. Confused, Nefera shook her head to clear her thoughts and got up from her bed, heading to her own private bathroom.

Perhaps a nice, long, hot shower would clear things up.

**And that's the end!**

**One more chapter, and things will get crazy! The main plot line with the main villain will appear, and this story will be kicked into overdrive.**

**What's up with Nefera? Is she having a change of heart? How will Charmcaster's first day of school go? And what is the favor that Ben owes Gigi? Is Toralei up to something? All these questions and more will be answered next chapter. And Venus finally forgives Ben! That's good.**

**And I hope all of you waiting for Clawdeen and Blitzwolfer are satisfied. If not, Blitzwolfer will appear again before things get hectic. And Whampire, of course, will be in the thick of things. And yes, for those of you wishing for it, Twyla will appear next chapter, guarantee.**

**As always, review and comment below, and if you have any suggestions for this story or its sequel, feel free to PM me. I promise I won't bite. And if your wonderful idea doesn't get into the story, go ahead and make your own! I'd love to see what you guys and gals come up with.**

**Hasta Luego! **


	15. Maul about Ben

**Greetings citizens of the universe! I have returned once more (I'm kind of like that cockroach that you just can't seem to get rid of)!**

**Either way, I have returned with another chapter, and this is where things get interesting/dangerous! For those of you wondering, Ben 23 will _not _appear in this story or its sequel, so if this upsets you, write your own version. I'd be more than happy to advertise and read it.**

**As always, I have to send out some thanks to a couple of people before going on. You've probably heard me say this a dozen times by now, but I'd like to send a shout out to _DJ Rodriguez _for saving my butt numerous times and always helping me when my brain is empty, which it usually is.**

**Another special thanks to _Darkmagicdragon _for helping with the pairings, _Menatron the Angel of Ideas _for helping me brain storm for the sequel, and the always helpful _Sallem Cortez 004 _for helping me stay within the boundaries of harems and such.**

**Now, I was originally going to put this story off for another week, but I recently got a comment that made be change my mind:**

_Guest – please update soon your story is the highlight of my week. Interesting, Steady development, Believeable emotional interaction. can't wait till next chapter._

**I have no idea who this person was, but if said person is reading this, thank you. This chapter would never have been posted this early without you. And please get an account! I'd love to see what you'd come up with!**

**As always, comment and review below and send me your ideas, requests, and suggestions via PM. Now, on with the story, my ghosts and ghouls!**

**Enjoy!**

"Kevin, I told you a hundred times; I just can't find him," Gwen said sadly. Frustrated, Kevin pounded his fist on the table. Along with the young couple, Rook, Grandpa Max, Blukic and Driba, Magister Patelliday, and Lucy.

"Gwen, I know you've been working as hard as the rest of us, but is there any other possible way to track him?" Max asked. Gwen sadly shook her head, and the old man pinched his brow. Ever since his grandson had disappeared, Max had become increasingly annoyed and quick to anger. The world was in practical chaos without Ben around to even offer his help; ever since his disappearance, the Plumbers were barely keeping the criminals in line, on more than occasion nearly failing if it wasn't for Lady Luck.

"I don't understand it," Driba exclaimed, exasperated. "Even with our advanced minds, we can't find Ben!"

"This coming from the frog who built an emergency exit only Galvans can use," Kevin grumbled. Rook had remained silent for the majority of the many meetings the small group had attended to discuss their searches for Ben. They had agents, search parties, and even bounty hunters like Sevenseven searching for Ben, but so such luck. It was as if he had never existed. Rook opened his mouth to speak, but was interrupted when the entire room was bathed in bright red, blinking emergency lights. With a sigh, Patelliday, the Galvans, and Lucy ran out of the room to prevent yet another crisis. The red lights stopped after a while and the four left in the room relaxed back in their chairs, exhausted.

"What about Professor Paradox?" Rook asked after a moment of silence. "Surely, someone of his power would be able to find Ben."

"Yeah, cause it's so easy to contact a guy who's constantly traveling through time," Kevin grumbled sarcastically. His hands felt empty, and when they were formed into stone hammers and blades, or filled with wrenches and screwdrivers, he tended to get cranky.

"I would expect it not to be easy, but it should– wait, you are using sarcasm, correct?" Rook asked. Kevin sighed and slowly nodded, rubbing his eyes. "Look, we're all worried about Ben. But we aren't going to find him if we run ourselves into the ground," Kevin sighed. "It's an expression, Rook." he added before Rook could say anything.

"Kevin's right," Max sighed. "We've been searching nonstop for Ben for almost a week without any rest and barely enough food to keep us from collapsing. The best we can do right now and take a break and resume our search once everyone's ready."

Gwen sighed again, but solemnly agreed. She slowly got out of her chair and lurched out of the meeting room towards the guest dorms where she collapsed down on the bed she and Lucy shared for the moment. _Where are you, Ben?_ she thought, just before she lost consciousness and let wonderful sleep overcome her.

* * *

The air was chilled slightly. It was about halfway between Autumn and Winter, and the cold wind would kick up the colorful leaves and send them into a flurry in the chilly November air. With an exhausted smile on her face, Charmcaster walked down the front steps with Ben, Spectra, Venus, Robecca, Cleo, Draculaura, Frankie, and Clawdeen at her side. Skelita had stayed behind to work on an important project for her art class, and Gigi was practicing her lines for her audition for the school's upcoming play. The title had yet to be decided, but if it was written by Mr. Where, it was sure to be a show stopper (at least, so he claimed). "So, Charmcaster? How was your first day?" asked Ben.

"Actually pretty good!" Charmcaster said happily. "The part where you turned into Whampire during gym was pretty funny."

"I was on fire!" Ben cried.

"It was still funny how to ran over Coach Igor to get to the drinking fountain."

"He sure didn't think it was funny," Ben grumbled as Spectra shoved him playfully. "Enough with the hilarious memories," she said. "It's time we took both of you on a shopping spree."

"WHAT!?" Ben and Charmcaster yelped at the same time, Charmcaster dropping her books on the ground.

"You heard us," Draculaura interrupted. "You two totes need a make over. I'm already seeing Ben's alien forms in a whole new light!" she added as Ben and Charmcaster each exchanged nervous looks, the ghouls converging on them before they had a hope of escape.

* * *

"Remind me why I ever agreed to this?" Charmcaster sighed as she posed for the ghouls in yet another outfit for what seemed the nine hundredth time in the past hour.

"We didn't. They dragged us here and started forcing clothes onto us," Four Arms sighed as he scratched at the itchy shirt he was forced to wear. The ghouls had forced him to take off his normal Tetramand clothes (Four Arms had drawn the line at the belt) and begrudgingly put himself into the many outfits and clothes the ghouls chose for him. So far, they all seemed either a bit too tight or were far too itchy for him, and after a few words with Draculaura, Four Arms was out of the costumes and back into his own clothes.

Charmcaster herself was dressed in a short, dark pink skirt that showed off her legs and new black boots with brass buckles shaped like bats on them. She wore a tight black top with dark pink sleeves and a leather belt that hung loosely around her hips. A black headband was put through her white hair as she was forced to show off a tiny purple colored purse for the ghouls. With an exasperated sigh, Charmcaster chucked the purse off somewhere into the store and tore the headband from her hair.

"Not your style, huh?" Draculaura asked nervously under Charmcaster's intense stare.

"Back to the drawing board," sighed Clawdeen.

"How about we take a break and look for a different store?" Venus suggested. "We obviously aren't getting anywhere with Charmcaster." After putting all the clothes and items back, gathering the many parcels and bags the ghouls had collected and handing them off to Four Arms, the ghouls, sorceress, and Tetramand left the shop to wander around the mall for a few minutes, looking for a new store to shop in.

Unbeknownst to them, a very vengeful Toralei Stripe and her sisters Purrsephone and Meowlody were sitting at a table outside the Coffin Bean, watching the ghouls, Charmcaster, and Four arms walk by. Toralei mentally cursed Ben for humiliating her in front of the school like that, throwing her into the swamp water fountain like yesterday's trash. She didn't care if she was being mean to the girls that were already hurting, it was her favorite past time. And unlike most of the ghouls at the school, she found his alien forms repulsive, unlike her ghoulfriends, who seemed to share a secret crush on Rath. The were-cat was more than ready to get revenge on Ben, but with the entire school starting to warm up to him because of his heroics, she knew it would be of great difficulty.

"Psst."

Toralei shook her head and looked around for the source of the sound, finding no possible source for where it could have come from. Her silent sisters seemed to have heard it as well, as they were also looking for the sound that had met their ears moments ago.

"Pssst!"

There it was again! Now that they had heard it again, the three were-cats were able to follow it, walking a short distance across the Maul and entering a dark hallway usually meant for maintenance and security guards. A dark figure stood there in the darkness, waiting for them beyond the Maul's friendly glow. "What do you want, old man?" Toralei hissed once she came upon him.

"I understand you are searching for vengeance against Tennyson," the figure growled in a voice that made the were-cat's fur stand on end. "I too, am searching for such an opportunity. Perhaps if we work together . . . ."

Toralei didn't know who this mystery person was, but she liked the way he thought. "What do you have in mind?" she asked.

"The best way to get vengeance is to hit those that person holds dearest. Go after the one made of leftover body parts and seed doubt into her soul. Direct her towards my shop, and I shall do the rest." the figure instructed, pointing with a bony white claw towards a shamble of a shop just a little ways away from Ben and his friends.

"You've got yourself a deal." Toralei smirked, her sisters smiling mischievously behind her.

* * *

"C'mon, Ben! Change into Whampire!" Draculaura begged. "It's not everyday I get to dress up a vampire!"

"You dress yourself every morning," Four Arms pointed out.

"Yeah, but I've never dressed a guy before!"

Four Arms frowned, but finally gave in under the small vampire's pleading eyes. Even if she was already in a relationship with Clawd, he still couldn't but find those wide, lavender eyes more than adorable. That, and her perky attitude, he could easily see why Clawd loved her. With a slightly annoyed sigh, he dropped the bags to the floor and slapped the Omnitrix symbol on his belt, letting the green light briefly change him back before injecting alien blood into his veins.

His body structure stayed similar to his human form, shooting up about a foot and a half as the Omnitrix worked its magic. His skin turned a pale gray and looked as if it would split and break with the slightest touch. His fingers became long, razor sharp claws as his eyes widened and turned entirely green. His flat human teeth grew into sharpened fangs, some of them not entirely fitting into his mouth and then curving over his lips. Muscles piled themselves onto his arms and chest as he felt his lungs grow very large and heart start to slow. He felt slightly empty and sort of drowsy, drained of the ability to eat normal foods and forced to eat . . . . other things. His feet became sharp claws, hidden beneath a pair of green boots. A tight, black and green costume that showed off his muscles covered him, a green mask with bat-wing horns appearing on his face. The Omnitrix symbol appeared on his chest as a thick membrane grew between his arms and his hips, forming wings and completing the transformation.

"Whampire!" he cried triumphantly, Draculaura practically squealing with delight. Ideas were running through her head like a herd of nightmares, though the rest of the ghouls didn't seem to be having the same problem. "For some reason, I can only picture him wearing his costume and a green and black cape." Cleo sighed. Draculaura's face fell a little, the black and pink outfits in her head disappearing quickly. She had to agree with Cleo though; Ben, no matter what form he was in, just simply didn't look good in any other colors but green and black.

"How about we try another form?" Spectra suggested. The Vladat nodded and slapped the watch on his stomach, the green light washing over him and changing him into something that looked like a fairy. The little creature hovered far above the floor, flapping his insect like wings rapidly to stay afloat. It had light blue skin and pink cheeks, its smile mouth turned back into a permanent smile. It had violet colored hair pulled back and curled slightly at the end, a pair of white gloves appearing on his hands. He wore a black and green dress and spoke with a purr or trill in his voice.

"Ah, man! Not _rrrrrr_ Pesky Dust!" the Nemuina pouted while the girls all gushed over how adorable he looked. Frankie smiled and walked off a little ways in the store, taking a break from attempting to find something for Ben to wear. She had seen a pair of boots that she thought looked interesting, and was trying to find them again when she heard a slight purr behind her. She turned to see Toralei standing there amongst the clothes, Meowlody and Purrsephone at her side, smug smiles on their face.

"Trying to find something to go with your boyfriend?" Toralei purred. "Don't bother; your hopes of finding anything good in this store are about as good as the chances that he actually loves you." At this, Frankie cocked an eyebrow. "Are you saying that it'll be easy?"

"No!" Toralei growled, stomping her foot in frustration. "It'll be hard! Impossible! I mean, just look at him!" Toralei practically shouted, pointing at Pesky Dust, just as he changed into Heatblast and, after accidentally setting off the fire alarm, into Water Hazard. The ghouls were all smiling, despite being wet, and laughing at Ben's frustration (the Omnitrix didn't give him the alien he was hoping for).

"What are the odds that he'll still love you after what happened on Halloween? He already has, what? Five girlfriends? Do you really think he would want another? And even if he did, do you really think he would want you?" Toralei smiled, trying to ignore the water in her fur; the chance to get revenge on both Ben _and _Frankie was too great to care about being wet. Her lips curled into a smile when she saw a flicker of doubt in Frankie's eyes as she stammered to try and find the right words to say.

"If you're so sure, why not ask someone? I know this great fortune teller who can tell you anything you desire! And he's pretty cheap too." Toralei said quickly.

_Should I? _Frankie thought. Was she really that desperate? Did she really like Ben that much after what he had (unintentionally) done? She realized that yes, she did love him back. He was already sorry enough, and had been even kind enough to make sure she was alright during the Wedding Fiasco ('fiasco was used a lot whenever to describe a situation Ben had been in). But was she ready to play fiddles to more than one girl? Would Ben even love her back after this long? Did he only see her as a friend now? So much she didn't know, and here, her worst enemy, was offering a way to find the answers.

"Where's the store?" she asked. Toralei grinned maliciously, and Frankie wondered for a brief second what she was getting herself into. She followed Toralei out of the clothes store and out into the Maul, following the three were-cats until they came upon a ramshackle of a shop. The display windows were boarded up, with a painted sign that said _Ghostly Fortunes_ hanging haphazardly above the doorway. Toralei gestured inside and Frankie shuffled into the dark shop, the only light source coming from the many flickering candles that cast wavering shadows on the walls. In the middle of the room, surrounded by dark blue curtains that seemed as dark as the night sky, was a small table with a blue table cloth and a crystal ball sitting in the center. Two chairs sat opposite of each other, a cloaked and hooded figure occupying one of them. Frankie bit her lip and nervously sat down in the empty chair, facing the mysterious person as he waited silently.

"Um, I heard you tell fortunes?" he asked quietly.

The figure nodded and gave a sudden cough, as if he had failing lungs. "Yes, dear girl. Do you require an audience with the spirits?" he wheezed horribly. Frankie flinched but nodded anyways, anything to find out if her future lay within Ben. The figure nodded slowly and reached a bony hand out from under his heavy cloak, his long, white claws glowing the limited light. Frankie flinched when he reached for her hand but let the figure tentatively touch her palm, quietly murmuring to himself as he studied it. He then withdrew his hand from hers and pulled out his other hand from under the cloak and slowly wrapped them around the crystal ball at the center of the table, gently rubbing it with his palms as he quietly chanted. Frankie gulped as the candles in the shop flickered out, leaving only a few still lit around her and the fortune teller. "Yes, yes. Interesting . . . ." the figure whispered.

"What? What do you see?" cried Frankie, jumping from her seat and planting her hands on the table as she desperately tried to look into the crystal ball.

"I see . . . . pain. Sudden pain. _Very _sudden pain." the figure wheezed. Before Frankie could ask what that meant, there was a sharp spike of pain in the back of her head, and she crumbled to the ground, her eyes rolling back into her head as consciousness escaped her and gave her one last view of the shop's ceiling. The last thing she heard before total darkness was a chuckling, wheezy laugh that sent chills down her spine and embedded itself into her nightmares.

"Now was that so hard?" Zs'Skayr asked as Kuphulu wrapped up Frankie like a spider's catch with his bandages. The Thep Khufan and Crüjo grunted, embarrassed that their boss had done the job that took them weeks in less than fifteen minutes. "Take her back," the Ectonurite instructed Kuphulu. "We will be along shortly." he chuckled as Kuphuu nodded, grabbed Frankie in his bandages and left the shop, sneaking out an employee entrance and into the woods outback. Once he was gone, Zs'Skayr reached within the folds of his cloak and pulled out a small remote.

"What is that, master?" Crüjo inquired.

The Ectonurite grinned maliciously. "I've taken the liberty of planting several explosive devices around this building. Once activated the bombs will explode, and Ben Tennyson will become . . . . preocupied while we get the last piece for Viktor. And then, the fun begins." he chuckled lightly, erupting into a fit of evil, wheezing laughter that sounded like an air bag with a leak.

He then pushed the button, and a single massive explosion rocked the Maul, screams of fright, terror, and pain almost drowning it out as Monsters panicked and ran about. With any luck, the explosion took out Tennyson, and the robot girl would be nowhere near him.

* * *

As if by some unknown force, just to spite Zs'Skayr, Ben _was _near Robecca and protecting her with every last ounce of strength that he had. A large piece of the ceiling had been ripped off from the explosion and had nearly crushed him, Charmcaster, and the ghouls, had it not been for Skurd's quick thinking to change Ben back into Four Arms to catch and hold the piece of ceiling.

"I don't mean to rude or anything, but you all please move? This kinda hurts!" he grunted as the weight of the ceiling pressed down on him. Charmcaster and the ghouls quickly moved out of the way as Four Arms quickly tossed the piece of rubble off to the side, throwing it into a line of clothes. Draculaura almost cried out in agony.

"Everyone alright?" Four Arms asked as the Omnitrix timed out an reverted him back to normal. The ghouls all nodded their heads and gazed upon the ruins of the clothing they had been in. The cashiers at the counter seemed to be alright, but the same could not be said for the racks of clothes or a small group of customers that had been waiting in line; they were currently trapped under a pile of rubble that had fallen from the ceiling.

"We need to help those people," said Ben, turning to the girls. They all ran over to the pile and began to move aside the pieces of rubble, Charmcaster moving the more dangerous pieces aside with some spells. After what seemed forever, they had managed to clear enough of the rubble away for the poor customers to get out of, though not everyone was as happy; Cleo wouldn't stop complaining about her ruined pedicure until Ben promised to get her a new one on him.

"Okay, next step is to make sure everyone in the Maul gets out safely," Ben instructed as he and the ghouls left the wreckage of the clothing store and stepping out into the wreckage of the Maul (there was hardly a difference between the two, the main one being the wreckage of the clothing store having less screaming shoppers). "We'll split up to cover more ground."

"And what if we need that fancy watch of yours?" Clawdeen asked. "Not all of us have super powers, ya know."

"Got you covered." Ben smiled as he turned on the Omnitrix and dialed in the alien he needed. The familiar green light washed over him and began to change him at the molecular scale. His skin changed into a smooth, chrome white that became tougher than his original. He began to shrink down until he just barely reached the ghoul's ankles as his face widened for his expanding mouth. He could feel his organs sloshing about inside him as his bones became slightly softer and more bendable; his lungs expanded until they were the largest organ in his body as his eyes became smaller and turned squinty. His ears vanished, to be replaced by small holes, and even then they were covered by hardened skin that wrapped around his head in a way that resembled headphones. His arms and legs grew shorter as the Omnitrix symbol appeared on his head, finishing the transformation.

"Echo Echo? Yes!" the Sonorosian cried happily in a slight robotic sounding voice that sounded as if he were speaking through a portable microphone.

"No offense, Ben, but how is this little guy gonna help us?" Robecca asked. Echo Echo smirked and closed his eyes briefly, concentrating on a simple command in his brain. Before he knew it, he felt himself being ripped in two and the sudden pain dying away. When he opened his eyes, he saw shock looks on the faces of the ghouls, a smirk on Charmcaster's face, and an exact duplicate of himself across from him. The two copies then proceeded to divide themselves into five more clones so that there were seven, one for each girl present. There was a sudden flash of green light, and the Sonorosian's vanished to be replaced by Ben. And Ben. And Ben again. And another Ben about three more times so that there were seven Ben's in all.

"Okay, totally freaking out." Cleo managed to say at the sight of seven Bens. Each Ben, minus one, smirked at her. "Alright, uh, me, lets get to work! Everyone partner up!" one of the Bens instructed before walking over to Charmcaster. Once each girl was paired up with a Ben, they set off in different directions of the Maul, though one group was slower than the others.

"C'mon, luv! There are innocent people trapped somewhere!" Robecca urged, activating her rocket boots and pulling on Ben's arm. Ben just sighed and dug his hands into his pockets, sinking into a low hunch. "Why bother? They'll just be saved the horror that is life," he sighed sadly.

"Excuse me?"

"I agree with the boy, Robecca. Why bother anyways? Life is so pointless." Skurd sighed.

Robecca cocked a metallic eyebrow, thoroughly confused. This person looked like Ben, sounded like Ben (to an extent), had his very own Omnitrix and Skurd on his wrist, and yet he didn't act like Ben in anyway. Where Ben was goofy, funny, and kind, this Ben seemed to be miserable, depressed, and an all around bore. The robotic girl was about to say something else when she heard a low _thump _on the floor behind her and turned to see Crüjo standing there with Zs'Skayr at his side.

"_You!_" Robecca accused, jabbing a finger at the Loboan.

"Let me guess: you want me to fight?" Ben moaned. Before Robecca could reply, Ben slapped the Omnitrix without even looking at it and let the green light wash over him, changing him at the molecular structure. He grew upwards by a couple of feet, his skin becoming tough and more resilient as it covered his entire face. He could no longer see anything by light shining through the folds of skin over his eyes before his eyes vanished altogether. His ears moved to the top of his head and grew to a large size, becoming more like flaps on his head rather than small disks. Sharp teeth his mouth as sharp claws grew on the ends of his fingers and his toes burst out of his shoes. Then suddenly, he could see again. At first he just saw a curious Crüjo and Robecca before him with a rather bored Zs'Skayr floating in the air above him. Then he could suddenly see behind him, looking at a pile of burning rubble. Then he could see to his left and then his right, and then above him, and below him, until he could see in every possible direction as a pair of black and green shorts appeared below a green belt with the Omnitrix and a rather bored Skurd on it, completing the transformation.

"Eye Guy," the Opticoid sighed heavily. Without any zest or effort whatsoever, he lazily balled his hands up into fists and waited as the eyes all over his body closed and morphed together into a single eye on his chest. The giant eye stretched out from his body on a vein covered tendril and blasted a green ray of energy at Zs'Skayr. The Ectonurite simply became invisible and watched silently as the green ray blasted into a hanging sign, blasting it to ashes.

"Why do I even bother?" Eye Guy sighed as Crüjo tackled him to the ground and beat him into unconsciousness. With Emo Ben knocked out, Robecca was completely helpless. She had no weapons of her own, and she doubted her rocket boots could save her. Not one to give up so quickly, she gunned her rocket boots and shot straight up, out of control as she crashed into the ceiling and plummeted to the ground, hitting it with a loud, metallic _CLANG!_

Zs'Skayr chuckled and drifted over to Robecca's fallen form, tearing off her shirt and opening the hatch that accessed her inner workings. He dug around inside her for a few moments, Crüjo watching as he tied up Eye Guy with a bit of ruined wiring, until he pulled out a golden colored gear from within. Crüjo raised an eyebrow when his master closed the hatch and tossed the shirt over Robecca without a care, heading towards the exit. "We aren't taking the girl?" he asked.

"Why bother? We only need the one piece," Zs'Skayr chuckled. "Her systems will restart eventually . . . . when they decide to, I do not care. That is Tennyson's problem," he chuckled darkly as he and his lackey left the ruins of the Maul behind.

* * *

"Do I gotta?" Ben asked timidly. He and Draculaura stood in front of a collapsed bookstore, the entrance completely blocked off by a pile of rubble that used to be the sign and doorway. Draculaura sighed and nodded. "Yes, Ben. You have to change into something to save the Monsters inside!" she argued. Ben groaned from behind Draculaura and nervously accessed the Omnitrix, Skurd more than once getting in the way. "I don't think this is a good idea, dear boy! Who knows what dangers lurk beyond that mountain of sharp debris. Ben almost believed him and ran away, but thought better under Draculaura's stern stare, slapping the activation button and letting the green light wash over him.

Hard, metal plating raced up his back and front, melting together into a single shield. His shoulders became rounded and massive as flexible black tubing covered the skin between his elbow and shoulder. His arm then began to swell, metal plating taking the place of his skin as his fingers turned into sharp, gray claws. A piston formed on each of his elbows as the metallic plating covered his head and changed it into something that resembled a Greek Corinthian helmet. Two small, pointed ears formed on his head his feet turned into hard, metallic claws. The Omnitrix and Skurd appeared on his broad chest as a short tail popped out from his spine, completing the transformation.

"Oh, I just hope I don't hurt anyone!" the Talpaedan worried. He then raised his arms and commanded his fingers to fuse together into hard points. The pistons on his arms began to pump up and down furiously as he attacked the rubble, dust and plaster accumulating in the air as he drilled his way through to the other side, Draculaura encouraging him from a safe distance. After a short while, he broke through to the other side, exploding inside in a cloud of dust. He then stepped aside as Draculaura called out to the trapped Monsters inside, directing them outside and towards the exit as fast as she could. Once they were all out, Armodrillo shuffled out and was about to say something when the bookstore groaned and shook. Armodrillo quickly grabbed Draculaura and dove behind a Maul map as the store collapsed in a cloud of rubble, glass, and dust.

"Thanks, Ben." Draculaura sighed with relief.

"You guys okay?" Clawdeen's voice came from their left. They turned to see Clawdeen completely drenched from head to toe with Bullfrag glaring at them behind her. Draculaura flinched under the intense stare as Armodrillo yelped and dove behind a trash can, shaking all over. "What happened to you, Clawdeen?" Draculaura asked.

"Fell into the Maul fountain," the werewolf grumbled. "I see you got Nervous Ben." she added.

"Nervous Ben?"

"Uh, yeah. Each Ben is has a different personality," Clawdeen explained, wringing out the water from her hair. "I ended up with Strong Silent Type Ben."

"YEE-HAW!"

"AAAAAAAAAHHHHHHHHHHHHHH!"

"I see Cleo got Adrenaline Junkie Ben," Clawdeen noted as they both glanced up to see Heatblast shooting by on a chuck of Maul flooring with Cleo hanging on for dear life by the tips of her fingernails. The Pyronite whooped joy as he did a loopty-loop followed by a barrel roll, ignoring his passenger's terrified screams and the slight pain in his neck as she dug her fingernails in deeper. Heatblast would have done another set of tricks that would have scared Cleo even more had it not been for a sudden jerking motion that caused him and Cleo to go flying into a sticky spider web.

"Cease and desist, you wild hooligan!" a high pitched gentlemanly voice ordered. Everyone turned to see a very annoyed Spidermonkey perched on the railing of the second floor with Venus at his side, trying to hide her slight disappointment. "That must be Polite Ben," Draculaura noted, just as a loud and explosive burp rocked the building, causing everyone to fall to their feet and Armodrillo to whimper. Charmcaster came flying by, crashing into Clawdeen and holding her head.

"Five bucks says that's Rude Ben," Clawdeen grunted, pushing Clawdeen off of her as a small, pudgy, green alien with crooked teeth and a wide mouth waddled up to them and unleashed another explosive burp, blowing the ghoul's hair back as they waved their hands in front of their noses. "'Cuse meh," Upchuck belched.

"What the heck is going on in here?" a ghostly voice asked as Spectra and a shifting figure pa

phased up from the floor, the larger of the two materializing back into solid form. The Necrofriggian looked between the different aliens and sighed, putting his face into his palm. "I knew this was a bad idea." he sighed.

"Which Ben did you get?" Draculaura asked Spectra.

"I think I got Normal Ben. Lucky me," Spectra smiled as she watched Upchuck, Spidermonkey, and Heatblast argue with each other, the conversation constantly being interrupted by the Gourmand's belching and rude gestures. Big Chill sighed and slapped the Omnitrix symbol on his chest, letting the green light wash over him and change him back to normal. He then walked over to the fighting aliens, followed by Armodrillo and Bullfrag. As soon as he approached them, every alien stopped arguing and slapped their Omnitirx, turning back into copies of Ben. Each Ben then proceeded to activate their Omnitrix a second time, hitting them simultaneously and changing back into Echo Echo. The Sonorosian's then proceeded to mold make together into one Echo echo before the Omnitrix timed out and changed Ben back to normal. "Everyone here?" he asked.

Spectra quietly counted off the heads that she saw, counting her own as well, but for some reason she came up short. "There were just seven of us, right?" she asked.

"No. There were nine of us," Cleo bit her lip as she straightened her hair from her wild ride. "Has anyone seen Robecca or Frankie?"

"No," Draculaura whimpered. "Come to think of it, I haven't seen Frankie ever since the Maul blew up!" she added, every ghoul turning to look at Ben and wincing as expressions of complete and total rage, sorrow, and worry crossed his face. Before any of the girls could say anything, Ben accessed the Omnitrix and slapped the activation button, letting the green light wash over him and do its work. Deep orange fur sprouted all over his body, as if a bomb filled with hair suddenly exploded inside of him. His lower jaw jutted out as his teeth became sharp and menacing. The wave of fur raced over his face, covering his eyes as they suddenly vanished all together. He could feel his ears disappearing as what felt like gills take their place. In actuality, they were sensitive ears able to pick up the tiniest of sounds. His shoulders and arms swelled as his dull nails became sharp claws. His legs twisted and formed into the hind legs of that of a dog as a thick green color appeared around his neck, the Omnitrix symbol in the middle. Wildmutt let out a hoarse roar before sniffing the ground and taking off down the hallway, nearly running over the ghouls in his mad dash.

"For the love of all that's good and holy, slow down!" Skurd begged as he hung on for dear life. The Vulpimancer dashed down several more corridors lined with shops with the ghouls and Charmcaster running behind him as fast as they could, Cleo about how she would need a make over after this. After much chasing and running and screaming on Skurd's part, the Vulpimancer came to a screeching halt in front of the clothing store the ghouls had been in when the bombs had rocked the Maul. The girls arrived to see him standing over a limp figure, sniffing at the body and whimpering as he licked it. The ghouls came up behind him and flinched when they saw the still form of Robecca lying there without any life in her. At first they thought she was dead, but they filled with relief when she twitched slightly and a jet of steam escaped from her ears. Her optical sensors blinked for a moment and she screamed with fright when she woke up to be starring right up at Wildmutt's face before she realized who it was.

"Oh, Ben. You have to stop doing that," she sighed with relief. Wildmutt whimpered and raised a half-evolved hand and pointed it at Robecca's chest, the metal girl turning a bright red and letting another jet of steam as she quickly tugged her shirt back on. "You're lucky you don't have eyes, luv," smiled Robecca as the Omnitrix timed out. "Are you alright?" he asked, helping her to her feet.

"Fine, luv. Binary functions are up and working," she reassured him. "No thanks to your Emo counterpart I might add." she sighed, pointing towards a bored looking Eye Guy.

"And you couldn't have yelled for help or something!?" Ben roared at the Opticoid.

"What's the point? We're all doomed to die anyway. The universe was just being kinder to Robecca and giving her a swifter one that me." Eye Guy sighed as the Omnitrix timed out and reverted the Opticoid back into human form. Ben then activated both Omnitrix's and changed both of them into Sonorosian's absorbing the extra clone, and then changing back to normal. "Any sign of Frankie?" he asked Robecca. The robot sadly shook her head, bowing it in shame as Ben sighed and left for the exit, heartbroken.

* * *

Over the next few days, the entire Monster half of New Salem was in an uproar over Frankie's disappearance. The Steins now hated Ben more than ever, blaming him for their daughter's abduction, as did most of the Monster populace. Ben was severely depressed and was often out of Spectra's home for days on end, searching every last place he knew of for Frankie, but nothing came up. Just like the populace that hated him once more, Ben blamed himself for Frankie's disappearance. He was unable to eat, unable to sleep, and was often more hostile than he meant to be, making Draculaura and Jane actually cry from an angered outburst that he instantly regretted.

"Ben, you need to calm down," Venus told him one day after school had ended. The watch wearing hero had barely paid attention at all during his classes, endlessly searching the catacombs in between classes and during lunch. Ben sighed and rubbed his temples; he just couldn't bring himself to relax, much less sleep. He was exhausted beyond belief, but the constant concern over Frankie was eating him alive.

"Maybe Cleo has an amulet or something that can help you sleep," said Venus. "I'm sure she'd be more than happy to lend it to you." Ben just nodded and wordlessly followed Venus down the hall and towards the door, where Charmcaster and the ghouls were waiting. Venus quickly explained the plan, and they began the walk over to Cleo's house, Ben trailing behind the ghouls and looking worse than a starving zombie.

"What is wrong with Ben?" Skelita whispered to Skelita. "I know is very concerned for Frankie, but he has been neglecting his own health. If this keeps up, he won't live long enough to find her!"

Charmcaster sighed and stopped on the sidewalk. "Ghouls, it's about time you knew something about Ben," she sighed. Spectra, being the only other ghoul who knew, got the picture and walked with Ben to Cleo's house as he shuffled past and the rest of the ghouls gathered around him.

"Back in our universe, Ben is not exactly very lucky with the ladies," Charmcaster began, already drawing a surprise gasp from Draculaura. "Ever since he became world famous, things have become . . . . difficult for him. While I haven't been with Ben every day of his life, the few times I ran up against him, he always seemed different. It was just a matter of time and spells before I was able to sift through his memories and find out why."

"Well, go on," Jane urged the sorceress. "Don't keep us in suspense!"

"Ever since he's become world famous, girls from all over the galaxy have come to try and claim his hand in marriage. Princess Looma, a female version of Four Arms for those of you who don't know what a Tetramand is, was originally supposed to marry Ben's friend, Kevin. Kevin pawned her off onto him, but Looma only liked Ben for his Tetramand form; any other form of his, and she was quickly disgusted."

"The same goes for Princess Attea, a female version of Bullfrag. She literally took over the world and exiled Ben into space before he returned and defeated her father's warship. She then made a treaty with him at gunpoint, and returned to claim him as her husband when she was to be crowned Empress. When she came to claim him, she only loved his Incursean form, instantly disliking any other form of his, including his actually human self."

"Julie Yamamoto was a human girl. She dated Ben for a couple of years, and she and Ben were happy together. That love quickly faded when Julie began to tire of moving her own life around Ben's heroic antics. Eventually, and I'm still confused with this one, she broke up with him. Or he broke up with her. Or . . . ." Charmcaster fumbled over her words. "Anyway, she got into a relationship with a photographer. And Ben, while remaining friends with her, was heartbroken."

"Another girl, Ester of the Kraaho, is probably the only girl that didn't break Ben's heart or like him for his other forms. She truly did love him, every single form of his, and loved the adrenaline rush she got when fighting by Ben's side. That soon ended when Spanner claimed that he and another girl were married in the future, which quickly crushed Ben and Ester's relationship. He broke their relationship with her and she went off with some biker dude named Antonio, though they remain god friends."

"The last girl Ben ever fell in love with, he loved from the start: Kai Green, another human girl. I don't exactly know what's been going on between them, but every time I see him and her together, she's always so . . . . rude, I guess. She at first only liked Ben when he was Blitzwolfer," Charmcaster explained as Clawdeen turned red. "She originally wanted to make him . . . . a pet," she added, drawing annoyed glares from the ghouls. "She eventually began to like Ben when he was human, but she could never say a simple 'thank you' when he helped her. She always acted as if she were superior and that Ben was just some super powered lap dog she could toy around with." Charmcaster finished. The ghouls were looking exceptionally furious now. While Ester got a pass, they were clearly more than ready to tear the only girls apart for hurting their Ben.

"That's why Ben's so depressed; he feels as if he will never have a chance with love, that he's just destined for an endless line of heartbreaks." Charmcaster added, looking from Skelita to Robecca to Venus. The ghouls were beyond furious right now.

"We would never do that to Ben!" Venus argued, the group moving along again.

"Eeeeeeee-hhhhh!" Ghoulia added.

"Ghoulia's right: we'd never hurt him! He's done so much for us already!" Cleo exclaimed.

"Try telling that to Ben," Charmcaster sighed as they entered Cleo's estate and walked up the grand staircase to the front doors. Cleo led the way to idol room, more than once losing the ghouls and having to retrace her steps to collect them again (when are they ever going to install those maps, huh?).

They eventually found their way to the idol room, though they slightly surprised to find Spectra and an exhausted Ben waiting for them there. What surprised them even more was the fact that Nefera was browsing the many shelves stock full of idols and amulets.

"What are you doing, Nefera!?" Cleo spat. Charmcaster and the ghouls silently edged away from their friends, not wanting to be caught in the crossfire.

"Ah, Cleo," Nefera smiled. "So nice of you join us. I was just trying to help Ben find the sleeping amulet he needed." she explained, as she reached up and pulled down a blue jewel embedded in a golden disk. The unusual jewelery glowed slightly as it hung from a leather strap. Cleo blinked and looked at Nefera oddly; she looked like her sister, she looked like her sister, but she didn't _act _like her sister. And she was even holding the right amulet!

"Who are you, and what have you done to Nefera!?" Cleo roared. "The real Nefera would never be so kind!" The older De Nile sister actually seemed hurt by this statement and was about to make another shot when Ben spoke from across the room, albeit rather sleepily.

"It's fine, Cleo." Ben yawned. Cleo's eyes widened as he continued. "While I don't exactly trust her completely, she led us right to the idol room no problem. Even offered to find the correct amulet." he added as Nefera gave Cleo a smug grin. Cleo was fumbling over her words as the rest of the ghouls watched with stunned looks on their faces. Hardly anyone could do that to the Queen Bee of Monster High, not even her own boyfriend could do such a thing.

"As usual, Benjamin, you manage to accomplish the impossible." a warm and gentlemanly voice noted. Everyone whipped their heads around to look at the door where a black and gray haired man stood. He seemed to be in his late thirties, possibly fifties even, tough Ben knew it would be impossible to tell. He wore a white lab coat with gold trimming and black pants with brown boots. A pair of green tinted goggles was around his neck and he leaned on a cane. His right hand was missing, replaced by a large, metal gauntlet with a clock on its top.

"Ben, do you know who that is?" Gigi asked.

Ben slowly nodded. "Hey, Paradox. Long time no see?"

The Professor chuckled lightly at the joke and dug around in his pocket, pulling out a small, brown paper bag. "Would anyone like a gumball?" he asked with a smile.

**Ha-HA! CLIFFHANGER! I am good!**

**Sorry to leave you all hanging like that, but I figured I might as well go with a two parter for this one, since there's a lot to cram in before things get strange (if they haven't already). Don't worry, I will finish the next part soon, though it will be posted in December. I want to try and finish another chapter for another story I am currently writing before I post. Sorry.**

**As always, comment and review below and send me your suggestions, ideas, and requests. NO SPAMMING!**

**And, on an unrelated note, please stop asking for Alien X to reappear. I know he is a very popular alien, but there are some rules when writing for him, the main on being he can only appear in dire situations, such as the universe being literally destroyed, or something like that. He _will _appear though, I will tell you all that. But in the mean time, please stop asking for Alien X.**

**Hasta Luego!**


	16. Cat-tastrophe

**I am back from the dead! Seriously, I died over Thanksgiving from eating so much turkey (I exploded) and am currently writing this from the Underworld. Who knew they had Wifi down here?**

**Anyway, we will be picking up where we left off. As I already said this in the last chapter, I currently have no one to thank. All this genius is mine :)**

**I would also like to send a shout out to _Sallem Cortex 004._ I know you like the hybrids, so this chapter's for you.**

**As always, comment and review and send me your ideas, suggestions, and requests for this story and it's sequel (which will come out much later).**

**Enjoy!**

"Ben, do you know who that is?" Gigi asked.

Ben slowly nodded. "Hey, Paradox. Long time no see?"

The Professor chuckled lightly at the joke and dug around in his pocket, pulling out a small, brown paper bag. "Would anyone like a gumball?" he asked with a smile. The ghouls politely declined.

"Your loss," he shrugged, putting the bag back in his pocket. "Now then, shall I answer a few of your questions?"

"I was just about to say that!" Draculaura exclaimed excitedly.

Paradox smiled. "Ah, yes. I knew that. Now then, if you would all please a step backwards," he instructed. The ghouls all shared odd looks and dragged Ben backwards, just a giant Mayan wheel came crashing through the wall to their left and smashed into the opposite wall, crumbling to pieces as the ghouls glanced back and forth between the wreckage and Paradox.

"How did you do that!?" asked Spectra, digging out her iCoffin and pressing the record button. Paradox frowned. "I am afraid I will have to ask you put that away, Spectra Vondergeist. Draculaura, please refrain from texting, and Nefera? Please attempt to keep those lips of your shut tight." The ghouls all shared odd and confused looks as they did as Paradox instructed.

"How do you know our names?" Nefera demanded.

"I, dear girl, am a Time Walker. I have the ability to travel back and forth through time as much as I please! Within reason, of course." he added to the stunned expressions on the ghoul's faces. "Now then, you all must be simply bursting at the seams with questions. Lets begin shall we? Ben, I'm sure you have a question you are dying to ask."

Ben yawned. "Are Gwen, Kevin, Rook, and Grandpa Max alright?" Paradox nodded with a smile. "As usual, Ben, you are most concerned for those you love. Your parents are fine as well, though they're all a bit worried about you. I suppose I should have taken that into account when I opened up the time portal beneath you," he mumbled to himself, though not as quietly as he had hoped.

"Wait, what? You're the entire reason I'm here!?" Ben yelled, his exhaustion gone completely. Paradox seemed unfazed by Ben's outburst as he continued to explain. "Yes, Benjamin, I am. And I have brought you to this dimension for a very good reason." he added, calming Ben down slightly. "You see, I could not allow Zs'Skayr and Charmcaster's influence on this dimension's time line to go unnoticed. While I am glad that Hope has switched to the side of good, there is still the matter of Zs'Skayr to take care of." Paradox explained, Charmcaster's face turning a slight red at the mention of her real name. "You see, Zs'Skayr plans to conquer this dimension with ease, believing it will be far more easy than trying to rule over your current dimension. Should he succeed, disaster will befall not only this dimension, but all those known across time and reality."

"It's just Zs'Skayr. How bad could it be?" Ben scoffed.

"Unfortunately, it could be _very _bad. Especially now that Zs'Skayr has Frankie in his clutches." Paradox explained.

"WHAT!?" Ben roared, his angry voice shaking the very walls and causing the ghouls and Charmcaster to cower at his anger. Ben's eyes flashed red with rage, his breathing becoming raged and more beast-like. His calm fingers flexed and looked like razor sharp claws. "ZS'SKAYR TOOK HER!?" he roared, Paradox not moving an inch under Ben's enraged stare, as if he were expecting this. Jane and Spectra quickly approached Ben and each lightly grabbed an arm, gently stroking him as he started to relax.

"Yes, was that not obvious?" Paradox asked. "Anyways, Zs'Skayr has stolen Frankie as a power source for his device. Should it be successful, it will tear a hole in the space-time continuum."

"Isn't that what happened to you?" Ben growled, much more calm than he originally was.

"Yes, but should Zs'Skayr succeed, the future events will be far more dire."

"Aiiiii-eeeeehhhh?" Ghoulia wondered.

"No, Ms. Yelps. It will not create a black hole that will destroy reality. I shall obviously have to take you on a tour of time should you ever want to- uh, Spoiler." Paradox quickly remembered. "But, it _will _rip a hole back into the very reaches of existence. The 'Back of Beyond', if you will."

"And why exactly is that bad?" Skelita asked.

Paradox smiled at the skeleton before continuing. "You remember Maltruant, correct?" he asked, Ben nodding, though his expression had worsened. "The lunatic Clockwork guy? Wasn't he destroyed?"

"The same. You see, another dimension's Maltruant succeeded in remaking the universe in his own image. That dimension's Ben was able to barely defeat him afterward, but the effect was already done. To prevent the event from ever happening, I brought that Maltruant to a pocket dimension I had Azmuth create outside of the universe. A sort of storage closet of which only I have the key, if you will." he explained to the confused ghouls.

"Just out of curiosity, which alternate me was it?" Ben asked.

"Believe it or not, it was a female version of you." Paradox added with a mischievous smile. The ghouls instantly broke into fits of laughter as Ben fumed and crossed his arms over his chest, waiting for the laughter to die down as Paradox continued.

"Unfortunately, that pocket dimension is rather close to this one, and should Zs'Skayr's plan succeed, he will open a pathway to the Back of Beyond that will release Maltruant and grant him the ability to try and make this universe in his own image. Needless to say, that can not happen, which is why I brought you here." Paradox explained. "However, once I leave, I shall not be able to return without the Time Walker of this set of dimension's permission."

"Wait, what?" Robecca wondered.

"Oh, I feel a second Time Head Ache coming on." Ben groaned.

Paradox chuckled. "Perhaps. I shall try to explain it as painlessly as possible. Now then, imagine that this dimension is a tree. At the base of the tree is the main time line, with the branches and leaves branching out into separate realities and possibilities." he started, the ghouls slowly nodding as they followed along. "This tree stands in the middle of a forest, where all the other trees represent completely different realities and time lines that have nothing to do with the original time line. A perfect example being the Ben 10 time line and the Monster High time line, which were are currently in."

"Okay, I am so confused," Venus moaned, rubbing her sore head.

"Eeeeeeee-aaaahhhhh." Ghoulia moaned.

"Hmm. Maybe I _won't _have to give you a- uh, spoiler." he quickly remembered. Ghoulia cocked an eyebrow, asking him to explain. "Ms. Yelps, there are certain laws of the space-time continuum that I must obey, one of them not revealing future events to past people or bringing past and or future versions of a person to the present one without good reason." he explained, most of the ghouls looking confused, though Ghoulia seemed to get it.

"So let me get this straight: There are like billions of clustered dimensions out there not even closely related to ours, as well as a few that are nearly parallel to ours?" Robecca asked. "Oh, I see why you get a head ache, luv." she said to Ben who smirked.

"This is fascinating and all, but do you have any idea where Frankie is? I'd kind of like to find her." Ben asked, obviously annoyed.

"Certainly. However, certain laws prevent me from telling you for certain." said Paradox. Ben frowned and stood up, sighing. "So let me get this straight: Frankie's been kidnapped by Zs'Skayr to power his all powerful weapon, which upon firing, will open a portal to this space-time closet of yours and release Maltruant, who will try to recreate the universe in his own image, and you're being cryptic? Now is not the time, Paradox! The girl of my dreams could be dead right now!" Ben roared, Paradox seeming to be unaffected.

"Yes. As much as I would love to stick around, _time _is of the essence," Paradox droned, checking his metal gauntlet's watch as a swirling blue portal opened up behind him. "I must be off now. But if you are looking for places to start, might I suggest asking Toralei and her sisters? I'm certain they may know a thing or two about Frankie's disappearance." he added. "Toodalooh.!" The Professor then stepped through the time portal without another word, the swirling vortex closing seconds behind him.

"I hate it when he does that," Ben moaned, pinching the bridge of his nose. "But if I do know one thing, I know that I am going to make Toralei _pay _for what she did." he growled, the ghouls sharing nervous looks, before their blood began to boil. The idol room was beginning to fill with utter hatred towards a certain trio of were-cats, and even Nefera was feeling slightly irked.

"I vow from here on that I will not stop until Frankie safe, Zs'Skayr is defeated, and Maltruant is nothing but a pile of scrap metal!" Ben roared as the ghouls clapped and cheered. "And I know just where to begin." he growled. Cue the dramatic music.

* * *

"That creepy guy wasn't kidding when he said he was going to pay us," Toralei meowed as she and her sisters sifted through the small pile of cash. They were currently in one of the many cemeteries under the full moon, counting the large amount of money they had been payed to lure Frankie to the shop. Toralei herself didn't know what had happened to Frankie, and she didn't exactly care at the moment; with revenge on Ben still as sweet as honey in her mouth, and the feel of hundreds of dollars between her fingers, she was happy. The sound of crunching leaves met her ears and she turned a moment too late to see a black and blue blur racing across the tombstone covered ground. Before she, Meowlody, and Purrsephone could react, the blur whizzed around them in a tight circle, stealing all their cash and tying them up with rows of heavy chains that felt cold and lifeless against their fur. The figure then came to a screeching halt in front of her, an enraged look on his face as he held the sack of cash in his hand.

"You are a monster, you know that?" asked Fasttrack. "And I'm not talking about a real monster, I'm talking about someone without a heart or soul in her damn body." he swore as the Omnitrix timed out and changed the Citrakayah back into Ben. Meowlody and Purrsephone flinched under his intimidating glare, but Toralei smirked.

"Now I am going to ask you some questions. The faster you answer them, the sooner you're out of those chains." Ben growled. Toralei scoffed and a blew a strand of her hair out of her face. "Please. As if I would ever answer anything _you _wanted to know."

"Funny. Spectra's blog says otherwise." Ben smirked. Toralei's eyes widened as Spectra, Venus, Robecca, Skelita, Gig, Jane, Draculaura, Lagoona, Abbey, Jinafire, Clawdeen, Ghoulia, Charmcaster and both De Nile sisters rose from behind the tombstones behind Ben. She felt hot breath down her neck, and she craned her neck to see a furious Clawd, Deuce, Gil, Heath, Hoodude, and even a miffed Manny Taur. Every single monster had an enraged look on their face, looking at Toralei with complete and utter disgust. Spectra herself floated up in front of Toralei, waving her iCoffin in front of the were-cats eyes. On the screen was an image for an article on her website, a video of Rath throwing Toralei into the fountain below the headline. Toralei hissed as Spectra smirked and drifted back over to Ben, letting her boyfriend take control again.

"Feel like answering some questions now?" Ben asked. Toralei growled, clearly stating that none of them would give any information, no matter what Ben and his friends did to them. Ben frowned and accessed the Omnitrix, Skurd sliding aside so his master could do his work. "I'm giving you one last chance: tell us what happened to Frankie, or I turn into Toepick." he threatened. The were-cats, needless to say, burst out into fits of laughter, unable to stop laughing at the ridiculous name. "You honestly believe we would be scared of something with a name like that!?" Toralei cried between fits of laughter. Ben did not look amused. In fact, he looked down right furious.

"I warned you." he said, barely even a whisper as he pressed the activation button lightly, guaranteeing a correct transformation.

He felt himself become heavier, and much fatter than before as his gut bulged outwards and his legs became short and weak. His arms only grew a few more muscles on them before they fell limp to his side, still swelling with fat and useless tissue as the transformation continued. His fingers grew into dull claws as his toes become drab. A pair of black brief with a thick chain belt appeared on his sickly green skin as a heavy, cage-like helmet grew out of nothingness, held down by a large amount of chains, hoses, and locks. The most noticeable change however was his face. No one could see it, but Ben could feel it as it began to grow and shrink and swell and deflate in random spots, bony horns and knobs growing out at random intervals as sharp teeth lined his oddly shaped mouth. The final piece of the transformation was the appearance of the Omnitrix on the neck piece of the helmet, Skurd sliding to his station as the green light faded.

"This is the big, scary alien you threatening us with?" Toralei laughed, tears streaming down her face. "That thing is so ugly and fat! Toepick ignored her, his loud breathing echoing beneath his heavy helmet as he released the pistons with a loud _hiss_.

"Look away, dear chaps! Spare your sanity!" Skurd warned the others, oozing to the top of Toepick's helmet to avoid the horrors that awaited the cackling were-cats. Nefera, already having experienced the things that resided within the helmet, quickly turned away, shaking as the memories returned to her; the others were quick to do the same as the cage doors clanged down and slowly rolled open.

And then all hell broke loose.

The were-cats suddenly began screaming as loud as they could, unable to tear their fearful gazes away from the horrors within the helmet. Unholy growls and roars, hissings and screaming could heard within the dark recesses of the helmet as sinister things moved around inside, a few of them just barely managing to move out into the pale moonlight as the were-cats turned white with fear, their fur standing on end. Toepick then closed the doors on his helmet, just as the Omnitrix timed out. "I'm going to ask you again: what happened to Frankie?" Ben hissed, stooping down and edging his face closer to Toralei's so that they were less than an inch apart.

"Okay! Okay! I'll tell you! Some creepy guy in a hood payed us to lure Frankie into his shop! That's all I know!" Toralei wailed, her sisters fearfully nodding their heads to confirm the statement. "Just please, don't show us that hideous face again!" she pleaded with fear. Ben nodded and stood back up, casting a furious look at Toralei before he walked away, a furious Spectra, Draculaura, Gigi, Jane, Skelita, and frightened Nefera following after him.

"You got lucky," Clawdeen growled, stepping into Toralei's view and bearing her fangs.

"Had Ben asked us to interrogate you, we wouldn't have been so kind." Lagoona added. While normally a sweet and caring ghoul who could hold her own in a fight, Toralei had crossed the line and messed with two of her friends. This made her a much scarier person.

"Aaaaaayyyy-aaaaaahhhh." Ghoulia moaned, folding her arms over her chest and frowning.

"Ewww, Ghoulia. That's ghastly," Cleo frowned. "But it totally suites her." The ghouls then turned to leave, pausing as Charmcaster sauntered up to them, swinging a bronze colored key around her finger. "Good luck getting out," she chuckled darkly as she looped the key's string around the outstretched fingers of a stone angel, just out of reach. "You're gonna need it." she added, leaving with the ghouls as the guys came around to face Toralei, angered looks on their faces.

"Should I stone them, dude?" Deuce asked Clawd, reaching for his glasses.

"Stoning them would be a blessing," said Clawd, raising a hand and stopping Deuce. Instead, he stooped down and scooped up a handful of moist earth in his hand, squeezing his fist to form the lump of mud into a ball. He then hurled it at Toralei's face, watching with satisfaction as the brown slime covered her white face. The rest of the guys got into the act, gleefully pelting Toralei and her sisters with mud as the were-cats yowled for them to stop. Or course, the guys didn't.

"I can't believe Toralei would do something like this!" Lagoona cried out. "This is an all new low for her, selling out other students for money!"

"I always knew she was mean spirited, but I never pegged her as the type to do something as horrendous as that," Spectra frowned, drifting through the chilled air as the rest of the ghouls waked below, interjecting with their own opinions and comments.

"Pfft. Should have let Abbey teach lesson she never forget," the yeti scoffed. As all the ghouls made their own comments and gave their own opinion's on how to make Toralei pay once they had gotten Frankie back, Ben was lagging behind the group, his head near the breaking point. Not only was Frankie missing and in the clutches of own of his worst enemies, Maltruant was on the verge of returning, and someone within Monster High had made it all possible without a second thought. Though he chose to believe Paradox, as the Time Walker was never wrong, he couldn't help but worry about his family and friends back home. He knew they must have been worried sick, frantically scouring the reaches of the universe for him. But he knew that they would never find him. Until Maltruant and Zs'Skayr were defeated, he would remain trapped in the Monster High realm without a hope of getting home.

Glancing up, he noticed another person walking behind the group, though she didn't seem to be doing it directly. Despite being wrapped up in a warm jacket to combat against the chilly wind, Nefera was still shivering, fear in her eyes as she held herself tightly, her breaths quick and ragged. Worried, Ben walked over to her, leaves crunching under his feet as he walked to her. He gently put his hand on her shoulder, quickly drawing it back when the mummy flinched and relaxed when she saw it was him.

"Oh. It's you," she mumbled, turning away from him.

Ben bit his lip, almost afraid to ask something. "Are you okay?"

Nefera sighed and shook her head, keeping her frightful gaze off of Ben. "No, I'm not. Ever since you turned into Toepick that night, I've been haunted by nightmares. Hundreds of them." she explained in a quiet voice. It was an enormous stab at her pride, but she felt that she couldn't stop talking, finding it easier to talk to someone who didn't judge her for her actions or reputation without seeing it for himself. "I've tried everything; idols, amulets, even inviting that creepy Boogie girl over to watch my dreams, but nothings worked. I'm scared to even sleep at night." she admitted, a thin tear trickling down her face as she slowed her walking to a slow shuffle.

"Maybe I can help? I've got an alien that might be able to help you sleep." Ben suggested.

Nefera glanced down at him, the mummy being a good half a foot taller than Ben. "You're welcome to try. I've tried everything and nothing's worked." she sighed. Ben gave a small smile and lightly touched her arm. "Nefera, when I first met you, I thought you were nothing up a stuck up brat who always had to have her way and loved putting down others as a past time," he said, Nefera eyes seeming to get sadder as he perfectly described her. "But now, I see nothing but a small, helpless little girl whose been pressured to be something she's not. You've acted mean for so long, you don't know how else to act. When you want ask to for something nicely, you demand and threaten for it because you don't know what else to do. You're afraid inside, afraid that if you take off the Halloween costume you're forced to wear, people will treat you differently. But I can tell you that won't happen. Sure, it may take a little ajusting, but they'll accept you if you _let _them. So, let me help you. Let me help you get over his nightmare, okay?" he asked, taking her hand in his and giving it a light squeeze.

Nefera turned a very subtle shade of red and slowly nodded. "Okay. I'll try."

* * *

Nefera lay on top of her bed, already dressed in her night gown with the lights off. A small candle burned on her nightstand, the only light she dared to turn on. While she didn't suffer from nyctophobia like her sister, she still kept the candle burning, hoping against hope that it would help ward off the hellish nightmares that plagued her. She nearly screamed when there was a light tapping on her window. She scooted off the bed and lightly ran across the floor to the windows, opening them inward and nearly screaming again when she came face to face with the startling face of a Necrofriggian. The alien silently floated in through the window and landed on the floor, folding its wings closed as a bright green flash filled the room, changing Big Chill back into Ben.

"You ready?" he asked, activating the Omnitrix again. Nefera nodded as she closed the windows and went back to her grand bed, crawling under the covers as Ben lightly pressed the activation button with his finger, assuring a correct transformation as the green light washed over him and changed him. His skin turned a light lavender in color, his entire body shrinking down to about half a foot tall. Ben felt an itching on his backside and craned his neck to watch as seemingly fragile, butterfly-like wings sprouted and began to automatically flap to keep his small body size airborne. His toes melted together into two small claws as white gloves appeared over his delicate fingers. His cheeks turned pink and rosy as his hair turned violet and curled back. His ears became pointed and elf like as a green and black dress covered him, the transformation complete when the Omnitrix appeared on his chest.

"Pesky Dust!" the Nemuina purred happily. The little alien fairy fluttered over to Nefera's head, landing next to her head. "Now close your eyes, and let me do the rest." he instructed. Nefera, still nervous, did as she as she was told and closed her eyes. She heard a sort of tinkling sound, like a thousand tiny chimes had sounded off near her head, and began to feel tired. She somehow knew that Pesky Dust had a hand in it, and that suited her just fine. She slowly sank into a soft bed of blackness, a kind and warm voice lulling her to sleep.

* * *

The darkness began to fade away as scenery began to form around her. Soon, she was standing in the courtyard of Monster High at night. The area was devoid of any sign of the student body, and the school looked like it was abandoned. As if her legs had a mind of their own, they pulled her forward, walking themselves up the steps of the school and down the dark hallways. An open locker door quietly squeaked on its hinges in a cool breeze that swept its way through an open window, chilling her as it rushed past her; she instantly regretted wearing her night clothes.

"Ben?" she called out nervously, wrapping her arms around herself.

When nobody answered, she quietly turned a corner and stopped cold. Standing there, right in the middle of the hallway, stood Toepick. Nefera felt her blood run cold as she gazed upon the alien, its helmet thankfully shut tight. The two of them stood there silently for what seemed an eternity, sweat pouring down Nefera's face as she waited for the inevitable to happen, for the cage to open up and the horrors and terrors within to come out and tear her to pieces as she screamed in agony. There was a sudden flash of green light to her left and she turned to see Ben standing there with a small smile on his face. His eyes brightened as they laid themselves upon her and he intertwined his fingers with hers, giving her hand a small squeeze. Nefera felt much better than before and watched as Ben raised a hand, a ball of bright green energy forming between his fingers. He then cast the ball at Toepick and Nefera watched as the hideous alien exploded into a million pieces, raining down as multicolored confetti.

* * *

Pesky Dust watched as Nefera slept peacefully, confident that the horrors that lay within the helmet had been banished for good. The Omnitrix timed out a few seconds later and Ben silently moved to the window, ready to take flight and leave without a trace. He climbed to the window ledge and paused there a for a moment, thinking. After what seemed forever, he slowly backed down from the window sill and went back over to Nefera, gently taking her hand in his and squeezing it lightly. A small formed on Nefera's lips, and Ben smiled. He lightly kissed her forehead and bid her good night before silently stalking over to her desk and finding a spare piece of parchment. He found a pen and scribbled something down on it, folding it in half and setting it down on the side table next to Nefera's bed.

He then ran to the window and slapped the Omnitrix, the green light washing over him. His skin started to harden, becoming unbearably hot and solid as rock. It suddenly split apart, floating like bath toys on a rapidly appearing magma sea. Hot, molten lava swirled and pushed it's way through the cracks and crevices of his skin as Ben's bones literally melted away. His hair began to burn, smoke curling lightly off it until it burst into flames, casting the room in a bright light. His fingers disappeared altogether as white hot lava covered them and solidified into a sort of gelatin like substance. His toes melted into two digits that resembled claws as his eyes turned bright yellow.

"Heatblast? Why can't you ever work with me, Omnitrix!?" the Pyronite rasped with frustration. Skurd was fortunately asleep, unable to deliver one of his snarky comments as he usually did. With a sigh of annoyance, Heatblast jumped out the window and thrust his hands down, commanding fire to rush out of them and keep him hovering above the ground. He then angled his hands just so, so that he was thrust forward at a violent speed, swooping and rushing through the air on his fiery jet propulsion. He flew over the town of New Salem in silence, the only sound breaking the still night being the crackling of his flaming head and body.

He swooped low over a strand of trees to avoid a collection of storm clouds heading way, taking great care to not burn the branches and start a searing inferno. He was almost out of the woods when he heard a loud _thwack _and a cry of pain. He came to a screeching halt and turned around in the air to look down, biting his lip and wincing when he saw Bonita Femur lying on the forest floor, seemingly unconscious. He flew downwards, just as the Omnitrix timed out and reverted him back to his human form. He tentatively touched Bonita's arm and nearly fell on his butt when she jolted straight up, holding her head. "Oh, uh, hi, Ben." she said nervously, wincing at the sharp pain in her head.

"Mind telling me what happened?" Ben asked, helping the hybrid to her feet.

Bonita's face turned bright red. "Um, you know how my dad is the Mothman?" she asked, tapping her fingers nervously.

"Let me guess; you saw me as Heatblast and was attracted to the light." Ben summed it up. Bonita nodded her head, seeming to feel incredibly embarrassed about it. Ben smiled and took her hand, gently pulling her in a direction. "C'mon. You crash at my place for the night," he told her. "Don't worry. Spectra will be okay with it, and we can call your parents too." Bonita nodded and followed after him, her wings fluttering slightly.

As they walked along, Bonita couldn't keep her eyes off her Ben. She would glance up at him, admiring his handsome features before quickly looking away so Ben wouldn't notice. Why was she so attracted to him? She didn't seriously believe that the handsome, kind, and heroic boy walking next to her would like someone as fearful, cowardly, and shy as her. Did she? She glanced over to him and noticed that his face was scrunched up in an odd way. "Um, Bonita? I don't mean to be rude, but that smell coming from you?" he asked.

Bonita blanked before realization crossed her mind. Her face turned a dark shade of red as the blood rushed to her cheeks, her lips fumbling over her words. "Well, uh, um, y-y-you know how f-female moths attract m-males?" she stammered, feel so incredibly embarrassed. Ben cocked an eyebrow and shook his head.

"Sorry, but biology was not always my strong suite," he admitted.

"W-well, uh, w-w-we, um, release a p-pheromone when w-we, uh, r-r-really l-l-l-like someone," she faltered, her face so red and hot she felt like she was standing next to an active volcano. "I-is it g-getting h-hot out here?"

her

Ben gave her an odd look before sighing and giving a small smile. He gently took her hand in his and gave it a small squeeze. "Bonita? Do you like me?" he asked suddenly, and Bonita swore her face got even redder if that was possible.

"Y-yes." she admitted shamefully, bowing her head in disgrace, afraid that the kind, sweet boy in front of her would reject her love and shatter her heart into a million pieces. Ben reached with a finger and gently pulled her chin up so that he could she her pink, tear stained eyes. "Bonita, I may not have known you for very long," Ben began. "But if it would make you feel better, I'd love to get to know you, too. You're unique in your own way, and I admire that, even if you believe you're not special. And that's why I'm going to do this."

Before Bonita could ask what he was going to do, the watch wearing hero softly pressed his lips to her, and all of her worries melted away. She didn't exactly know what she was doing, but she was faintly aware of her arms wrapped around his strong shoulders and to his neck, faintly aware of his arms gently wrapping around her waist and pulling her close, being careful to avoid her delicate wings. She could feel her frail antennae wave gently around her head, lightly stroking Ben's hair as he gently pulled away from her. She almost wished it hadn't ended, but the need for air was above all else.

"C'mon." Ben smiled, taking her hand and leading her from the woods and onto the sidewalk. She followed with light red cheeks and a smile on her face, knowing she was well safe and sound with her new lover. They walked in soothing silence down the sidewalk and back towards Spectra's house, hand in hand. Unbeknownst to them, a pair of smokey, twilight colored eyes were watching them from the shadows. She had witnessed the whole event, everything from the visit to the De Nile domain to the kiss shared between the two lovers. The person was not jealous of them, rather she envied them. She wished she could make friends and lovers as fast and as smooth as the watch wearing hero, but knew she was stuck with the friends she currently had. She was okay with them, but she was mentally kicking herself for not being more outgoing and open, wishing she could stray from the safety of the shadows for a brief moment. She shook her head to shake herself from her thoughts and looked up to see Bonita standing under a lamp post, alone. Twyla cocked and eyebow and pursed her lips. Had Ben already abandoned his new lover?

"Boo."

With a yelp, Twyla jumped free from the darkness of the shadows and into the bright light of the street lamp, landing at Bonita's feet. The hybrid gave a small squeak and instinctively flapped her wings to rise a few feet into the air before settling back down. While the bright light of the street lamp didn;t overly hurt Twyla, she found it to be a little uncomfortable, finding the cool safety of the shadows to be more to her taste.

"Despite you being the daughter of the Boogey Man, you aren't overly quiet," a reptilian voice rasped. "Did you know that you mumble to yourself when you're thinking?" Twyla turned to see what looked like a faded purple colored lizard materialize out of thin air. While it bared great resemblance to a standard lizard, it stood on its hind legs and was about a foot taller than Twyla was. It had black face with a single horn bowing backwards. Three eyes decorated his head, the alien's right one being red, the middle being green, and the last one being blue. Before Twyla could say anything, the alien literally faded away into the night before her very eyes before appearing right next to her ear.

"Your name's Twyla, right?"

Twyla jumped again. Even after getting used to scaring her friends by her sudden appearances on a regular basis, she was not quite used to it happening to her. Twyla nodded and felt Bonita's delicate hands help her up from the sidewalk. There was a sudden green flash and the Merlinisapien disappeared to be replaced by Ben. "Any particular reason you were watching us?" he asked, folding his arms over his chest. Ben noticed that the faded girl didn't blush and swoon over him like all his ghoulfriends had. It didn't bother him, but it was something to notice.

"I was just wondering how you do it," she said shyly.

"Do what?"

"Make friends and get ghouls to fall for you so easily." she answered, gesturing to Bonita, who turned red at Twyla's words. Ben smiled and bent down so he was eye to eye with her. "Well, it's not that hard. I just be myself I guess. I take it you're not exactly popular at school?" he asked, and Twyla sighed and nodded her head. Was it that obvious? Then again, it wasn't hard to guess that the daughter of the Boogey Man would have a hard time making friends.

"What would you say if I told you I'd be your friend? Maybe I can help you be a little more social." Ben offered. Twyla processed the proposal. Was he really offering to help her? After just meeting her, despite the fact he new she was there the whole time? Her thoughts were a storm, but it was clear that Ben's intentions were true, that he would help her succeed where she had failed.

"Thank you." she breathed, a small smile crossing her face. Ben smiled back and took her hand, giving a good shake. "I don't think we were really ever introduced. I'm Ben Tennyson, and this is Bonita Femur." Ben said warmly. Twyla smiled and shook both their hands, glad that she could have two new friends to call her own. "Nice to meet you, Ben," she said. "I'd love to know more, but I have a job to do. Gotta go find more nightmares to eat." she added with a small smile, waving good-bye and melting into the shadows of the night. Ben and Bonita watched her go, standing under the streetlamp for a few moments before continuing the walk to back to Spectra's house.

Hopefully Spectra would be okay with another house guest.

**And that's it! Paradox's purpose has been revealed at last. And for those of you awaiting word on Frankie, I promise to work on that next chapter.**

**I sadly have to admit that the chapter got kind of bad towards the end, when Twyla appeared. However, since a lot of readers were asking for Twyla to appear, I tried to work that in. I promise to smooth things out next chapter.**

**As always, review and comment below with your ideas, thoughts, suggestions, and requests. I shall try to post at least two more chapters in December, but that is sadly where things get really busy. Updates were be sparse in the Month of Merry, but I shall keep this story alive (despite me having perished over Thanksgiving)!**

**Hasata Luego!**


	17. A Riveting Experience

**And here we are again! Me with another chapter, and you here to read it! Huh. What a coincidence.**

**As usual, I have several people to thank for the success of this story. I would like to thank _Sallem Cortez 004 _for giving me a creative and awesome idea for the use of Robecca's missing gear.**

_**DJ Rodriguez. **_**What more can be said about the guy, other than the fact that he is the coolest ever. This story would have seriously never progressed as far as it did without his help. And as such, I shall shamefully advertise his Xover story ****_Monsters and Magic_. I've read it myself, and it's a pretty good read for all you bored readers out there.**

**As always, comment and review below and PM me your ideas, comments, requests, and thoughts.**

**Enjoy!**

_KNOCK KNOCK KNOCK!_

Ben groaned in frustration and sat up from his bed on the couch. With a yawn he crawled out from under the warm blanket Spectra had lent him and shuffled to the door, rubbing the sleep from his eyes as he grabbed the door handle and opened the door on squeaking hinges. Standing there, glancing up at the old house with worry, was a police officer. Behind him stood a pair of deputies, blank looks on their faces.

"Good morning, Mr. Tennyson," the officer said, recomposing himself as Ben looked at him with blank eyes. "We're going to need you to come down to the station to answer a few more questions regarding the attack on the New Salem Maul, as well as the disappearance of the monster girl." Ben's brow furrowed as he frown deeply. "Is that all you see her as? Just some random monster?" he growled.

"No! No!" the officer said quickly. "We just, uh, never caught her name."

Ben's glare deepened. "Frankie. Her name was Frankie Stein." he hissed. "And don't you forget it."

"Yes, well," the officer cleared his throat. "If you would be so kind as to gather your friends so we may ask them some questions as well." Ben shot the officer and the two deputies another glare before turning back to the house, slamming the door behind him. The authorities waited patiently for a few minutes before the front door creaked open and Ben, Charmcaster, Bonita, Spectra, Venus, and Robecca reappeared. The authorities visibly flinched at the ghouls in their sleep wear, the deputies quickly pulling out pistols and training them on the ghouls as Ben quickly jumped between them and his ghoulfriends. "What the heck are you doing!?" he yelled.

"Following standard procedure, Mr. Tennyson," the officer swallowed, very aware that he was treading on thin ice. Tales of Ben's heroics had quickly passed through New Salem, as well as the rumors and confirmed facts that he had several monster girlfriends. Now the officer could confirm it for himself. "All Monsters must be restrained or accompanied by a Human when entering New Salem."

That was the straw that broke the Nightmare's back. "Skurd? Bring in the heavy artillery." he growled. The Slimebiote saluted and ran his tentacles over the Omnitrix, cycling through the aliens before settling on the one Ben was refereeing to. With a furious look on his face, Ben slapped the activation button, letting the green light work its magic. Alien blood flowed through his veins as muscles piled themselves on him, everywhere to his arms and chest to his neck and legs, every part of him was getting bigger and stronger with each passing millisecond. His skin hardened into plate like armor that turned brown as large scales traveled up his legs and chest. His legs became thick and pillar like as his feet began to match those of an elephant. A thick tail sprouted from the base of his spine as he was forced to hunch over slightly. His neck became a little longer retaliative to his 20 foot frame and his lower jutted out his fingers swelled with power. A pair of black briefs and a green sash appeared on him, completing the transformation as the Omnitrix symbol appeared on the sash.

"Then what are you waiting for? Put me in restraints," Humungousaur growled, bending down so he was level with the officer, his hot breath blowing his hair as he glared at him. "_I dare you._"

The officer was now shaking like a leaf and the deputies were training their guns on the angry Vaxasaurian before them that barely fit on the porch. The ghouls caught a glimpse at the situation from behind Humungousaur's massive bulk and quickly got into an attack mode; Charmcaster summoning swirling balls of mana, Robecca activating her rocket boots, Venus, commanding several large and thorny vines to sprout from the ground, and Spectra extending her nails into long claws. Even Bonita was frowning heavily at the officers, taking a spare lead pipe she had found and smacking it lightly in her hand, daring the officers to make a move.

"Here's the deal," said Humungousaur after a few strained minutes of silence. "We go down to the police station. We answer you're questions. And then we come back home. But here's the catch: no restraints, no extra guards, no trouble. Because if there is, I will fight you to the very end. No matter how many officers or cars or whatever you send down here, I will fight them. Comprendo?"

The officer gulped and quickly grabbed his walkie talkie. "Um, uh, boss?" he asked nervously.

"After a few moments of static, a voice came through the other end. "What seems to be problem, Squad Car 8?"

"We're having some trouble bringing Mr. Tennyson and his friends down to the station."

"Why is that a problem? Just put those no good monsters in cuffs or something!"

"That's just it, sir; Tennyson won't let us. He's turned into some kind of huge dinosaur and refuses to go down to the station unless we bring in the Monsters; without restraints of any kind."

The walkie talkie fell silent for what seemed an eternity as both sides faced off, each preparing to take out the other without mercy. And if any passerby came across the situation, they would quickly deduce that Ben and his ghouls would be the victors without eve trying. The walkie talkie then crackled and spoke.

"Bring 'em in. No restraints."

* * *

"Well that was exhausting." Ben yawned, stretching and wincing as he heard numerous cracks in his back.

"I know. I thought that guy would never stop glaring at me," Venus sighed as she, Ben, and the rest of the ghouls from the Maul Debacle made their way out of the station. Bonita had decided to fly home instead of riding in the squad car with Ben, finding the intimidating officers a bit too scary for her. The ghouls were tired and none too happy about being woken up so early in the morning, all of them still happened to be wearing their sleep wear, which was not exactly appropriate clothing to be out and about in. It was then that Ben noticed a couple of officers carrying numerous plastic bags over their shoulders and towards the back of the police department, towards a room marked 'Evidence'.

"What's in those bags, officers?" Ben asked.

"Leftover bits and pieces from those bombs planted at the Maul," the officer answered without even looking up. "Wait a minute, why do you want to know?" he asked, setting his bag down and looking at Ben suspiciously. Ben frowned and turned to the Omnitrix, cycling through the aliens before finding the one he was looking for. He then slapped the activation button and let the green light wash over him, letting it pump alien DNA into his blood stream. His skin began to harden into a rich, brown exoskeleton as his teeth fused together into two tough plates. His fingers began to crunch and grind together until they were a single digit, forming a sort of pincer with his thumb as both digits became larger and sharper. His legs bent into long joints as his toes all melted together into a single claw. There was a sickening grinding sound as Ben's legs split in two, forming a second pair of crustacean like legs. The most noticeable change for Ben however, was his head. It simply exploded in size, growing to be almost five times bigger than his human head had been. Whiskers sprouted from his disappearing eyebrows and chin as Ben felt his brain getting bigger and bigger. He could soon see the world more than just a TV show he could interact in. Rather, he literally began to see how the world worked. Complex equations mapped out the quickest and safest escape routes, analyzed the stunned officer's face and body language, cataloged the different ways it could improve the building's circuity. A green and black neck brace and loincloth appeared around his body, the Omnitrix at the center of the neck brace. The transformation was complete.

"I have my reasons," the Cerebrocrustacean simply said. "If it please the authorities, I may be able to help in this investigation." Before the officer could object, Brainstorm skittered over to the bag and lifted it up in his claw, dumping the remnants of the bomb's shell onto the floor. He began to analyze them, noting the distinct smell the remains gave off, as well as their shape and complexity. After a minute, the Cerebrocrustacean turned away from the bomb shells and back to the ghouls, who had watching the whole thing with confusion.

"Well? What did you find?" Clawdeen asked as the Omnitrix timed out and reverted Ben back to his human form.

"The bombs are made of a certain metal," Ben began. "_Zyconian Arite _can only be found in one place in the world: New Salem. And, if we track the smell of a certain alien ghost, it will lead us right to Frankie." The ghouls now had looks of happiness and anger on their faces; they had the information they needed, and they were willing to do anything to get Frankie back now. And if the police weren't going to get involved, then they were going to have to do it themselves.

"Woah, woah! I know what you punks are thinking!" the officer suddenly said, having finished sweeping up the pieces Brainstorm had dumped all over the floor. "Stay out of this! This is a police matter. You teenagers would get yourselves killed." the officer said smugly, not feeling the least bit fearful as the ghouls and Ben glared at him.

They sure did enjoy beating him up.

* * *

It was later in the day. Beneath Monster High, deep within the maze of the catacombs, hidden within a secret lab, Ghoulia, Ben, Jinafire, and Robecca worked. Having full knowledge (plus a sliver of bomb shell to work with) they now knew where Zs'Skayr was hiding. The only problem was that Ben couldn't fight all of his henchmen at once, and the girls were itching for a fight. So in a sense, Ben was killing two birds with one stone. They just needed to outfit the ghouls with some weapons and armor.

"Ben, luv, hand me that screwdriver, please." Robecca asked, hand outstretched as she tinkered with a prototype weapon. In many ways, the weapon bared resemblance to Rook's Proto-Tool, but Ben didn't let her know this. They were only a couple hours away from storming Zs'Skayr's hideout, and now was not the time to get sappy. Now was the time to stay cool and concentrate on being ready. Ben handed her the tool without a word, handing a blow torch to Ghoulia as she worked on some sets of armor. Jinafire was working on a pair of katana blades she had fashioned herself, using her own fiery breath to shape and mold the blades to her liking as she worked at the forge, occasionally asking Ben to hand her tools. Ben had to really admire her work; the blades were flawless, sharp enough to cut air with a sickening slicing sound, and were beautiful to look at, bronze dragons coiling around the handles.

Being Ben, he had almost no experience in building technology by himself, the closest he ever came to was when he was in alien form. Ben then mentally smacked himself. Why hadn't he thought of it before?

"I know that grin on your face," Skurd sighed, and he moved aside to let Ben use the Omnitrix. With a grateful smile, Ben turned on the Omnitrix and cycled through the aliens until he came across the one he was looking for. He quickly slapped the activation button and let the green light wash over him and change his DNA. His skin became more loose, almost a liquid, but not quite. His bones dissolved into nothingness, and even his organs seemed to disappear; but Ben knew they were still there, just a lot more squishy and modifiable than they had been before. His skin turned a shiny black color, racing to cover his everything. His feet molded together into a single, wide toe as he lost a finger on each hand. More mass piled up between his head and shoulders until there was a smooth, slope-like transition between the two. Ben's mouth and nose vanished all together as his eyes crashed into each other and became one. The final additions to the transformation was the Omnitrix in the center of his eye and the appearance of a bright green, circuit like pattern on his skin.

Robecca had noticed the transformation and looked over at her boyfriend with curiosity in her hazel eyes. "What's this form of yours called?" she asked, looking up and down at his form.

"I call him Upgrade," he answered in his own, human voice, though there seemed to be a mechanical tinge to it. "I'll show you why." he seemed to smile. Before Robecca could react, the Galvanic Mechamorph seemed to dissolve into a puddle of black and green circuitry before it quickly oozed across the floor of Hexiciah Steam's laboratory and over to the weapon Robecca had been working on. Robecca nearly jumped when she watched Upgrade suddenly jump up onto the table and splash all over the artillery, covering his body with it. The arm suddenly began to shift and change shape before Robecca's very eyes, becoming more efficient and effective in structure and use.

"Anything else need an upgrade?" Upgrade asked, his small head appearing out of the weapon's barrel. Robecca nodded and pointed towards what seemed to be an old, rusted robot assistant of some sort that bared a striking resemblance to a Chronosapien, minus the windup key-like protrusion. The Galvanic Mechamorph jumped from the modified weapon to the robot and repeated the process as Ghoulia and Jinafire watched with amazement, adding extra blades and a pair of gauntlets to the arms, as well as adding extra armor and upgrading the firing system and processor. The four teenagers were so busy building and tinkering, that they didn't notice when Jane Boolittle entered the laboratory with a small creature in her arm and a slightly larger creature perched on her shoulder.

"What's all this then?" she asked suddenly, causing Ghoulia to drop the blowtorch she was using and Upgrade to fall free from another weapon he had been working on, collecting on the floor before the Omnitrix reverted him back into his human form.

"You know I never really liked that Galvanic Mechamorph form of yours," Skurd commented. "Too slippery if you ask me."

"Noted," Ben grumbled, rubbing his head. "But ignored away. What brings you down here, Jane? And how did you find us in the first place anyways?"

Jane smiled and folded her arms over her chest, the small animal in her arms jumping free and running up her body to perch on her head. "Simple. My skills of tracking are unmatched. Also, you've sprung an oil leak, Robecca." she added, the robot girl sighing with exasperation. She quickly excused herself from the room and went off into a small room to fix the problem in privacy.

"Anyways, I came to see if you knew who this little fella was," Jane said, gently pulling the creature sitting on her shoulder free and setting it down on the ground. A small, pale yellow dragon curled itself around her feet, giving a small hiccup that let a small flame lose from its jaws. "His name's Smokey. He claims to have been given instructions by you to come find me."

Ben nodded and picked himself off the floor. "Yeah, I remember him. Found him outside of Mr. Rotter's room in the air ducts."

"Well, it's a good thing you did. Turns out Smokey's been frozen in stone for almost ten years. And judging by the collar around his neck, I'd say one Mr. Deuce Gorgon will be happy to have him back." she grinned, scratching the small dragon behind the horns and earning a low growling that sounded like a purr. Ben smiled at the sight and turned his attention back to the other creature sitting on Jane's head. It was red in color, covered from head to toe in rust covered fur, except around the eyes and tail. It had five surprisingly human like fingers on each foot and hand, the ones on the feet more adapted for gripping than holding. The animal wore a black and green aviator's outfit with a pair of yellow tinted goggles on its head. It had a a pair spiked, imp-like ears under its aviator cap and had smart and mischievous gold colored eyes with a black mask-like appearance around them. Several sharp teeth protruded out from the upper jaw while it's furry, black ringed tail frisked about as it eyed the wondrous machinery around the place with a hungry look in its eye. "What about him?" Ben asked, pointing a finger towards the strange animal.

Jane smiled and took the small creature off her head and gently set on the floor, watching as it scurried about, grabbing small and seemingly random bits of machinery and looking them over before stuffing under his arm and moving to the next. "You remember the fusion experiment Mr. Hack assigned to us?" she asked, watching the animal with amusement.

Ben nodded and Jane continued. "Well, I managed to find all the fusion animals a good home, the New Salem zoo for the more exotic creatures and Monster homes for the more domestic. Sadly, no one exactly wanted this one," she said lamentably. "His name's Rivet. At least, that's what he calls himself."

"Looks like a combination of a raccoon and Jury Rigg." Ben noted as he watched Rivet dump all his treasures into a pile and begin to rapidly reassemble them into something, all the while yelling "FIX! FIX! FIX! FIX! FIX!". After a couple minutes of tinker, Rivet presented Ben with a small gun-like device. Ben took it his hand, the small weapon made for Rivet's size and thus rendered useless in Ben's hands. "Uh, nice work, Rivet." Ben smiled.'

"I think he likes you," Jane laughed. "I was wondering if you would like to take him in?" she added as Rivet stole the weapon back from Ben and began to shoot it wildly around the shop, more than once singing Ghoulia's hair as she tried to ignore the small animal. Eventually it became too much for her, and she blocked another shot with her welder's mask, ricocheting the shot back at Rivet and blowing him up in the face. Rivet suddenly burst out into laughter, completely ignoring the fact that his face was covered in soot. Even Jinafire had to crack a smile.

"Fine," Ben sighed. "Lets just hope he's less annoying than Skurd."

"I resent that remark!"Skurd argued.

* * *

Robecca finished welding shut the small hole in her ankle that dripped oil, after making sure that the small hole was clear of oil of any kind and that the section of her limb was cut off from the rest of her circulatory system (fire and oil did not mix very well, and Robecca had no intention of being consumed in a fiery explosion anytime soon). She was putting the welder and mask away in its proper place when she came across a small box of her father's journal's that she had never come across before. Curious, she grabbed the box and sat down on a small work table, digging out one of the books and holding it up to eh light to read the cover after blowing a layer of dust free.

"_Robecca 101: Vol.3_." she read. That was odd; as far as she knew, there were only two instruction manuals that described how she worked and function, as well as a set of blue prints her father and drawn up himself. Never had she ever thought there to ever be a third volume. And who knew how many more there were? If this was not the last one that is.

Nevertheless, Robecca happily flipped through the book, holding the spine and thumping through the pages. She immediately noticed something odd: the pages were all blank! Had her father forgotten to write down something about her? What if it was important? She quickly discarded the idea. Her father, while often distracted with his work, never forgot to write something down. Eventually. Humming to herself, she opened up a drawer on the work bench and pulled out a small iron. She plugged it into the wall and waited a few minutes for it to warm up before she gently moved it over the pages of the journal, smiling happily when she saw words and images appear. She kept going through the book before she noticed that nothing else appeared. Shrugging, she turned off the iron and set it down to cool before she would put it back in its drawer. She then focused on the first page, where there was a journal entry of sorts, followed by a detailed drawing of a gear of sorts.

_**September 02, 1814**_

_Through a mysterious letter signed "you're daughter", I have had the sudden urge to make such a thing: to construct a daughter of my own. Obviously, this has never been done before, but who am I to quit in the face of Science?_

_The construction of my daughter, Robecca as I have dubbed her, is almost complete. Her boiler and gaskets are all in working order, as well as her processor (though it couldn't hurt to do a double check on that. You know what I say: if you're always prepared, you'll never be scared!). However, I have been contemplating what were to happen if I were to perish somehow and Robecca were to grow up (in a manner of speaking). Surely, she would want a family of her own. For ages, I have been experimenting with artificial organs and the likes, but I never successfully made a working reproductive system. It seemed my daughter was doomed to never understand the joy of having children!_

At this, Robecca paused. What was her father talking about? She was a robot of all things. Of course she couldn't have children, even if she wanted to! Could she?

_The answer, for once in my many years, seemed to be a inaccessible. That is, until I got a visit from a mysterious stranger. He was a 'Normie', as the Monster teenagers dub it, about in his middle ages, maybe a bit older based on his hair color and such. He claimed to be a Time Walker, to have the ability to go and back and forth between the time lines of almost every dimension imaginable. He called himself "Paradox". He presented me with a gift, a cog wheel of sorts. At first, I was confused; I had hundreds upon thousands of them in my workshop. Why was this one so special?_

_Paradox claimed that the gear was of alien origin. As he claimed to be a Time Walker (and thus proved it by saving me from a minor explosion that I did not see coming) I was inclined to believe him. He claimed that the cog wheel had the ability to construct an army of organic beings of any DNA structure. Paradox stated the disk to be a failure, to be nothing more than a prototype in an experiment that would eventually create beings called "Galvanic Mechamorphs" (Bizarre Creatures I Encountered Vol. 6, pg. 107). He stated that, while a failure, the gear still possessed the power to literally destroy the universe, should it fall into the wrong hands. He explained why he was giving it to me, believing that I would use it for a wondrous purpose (at this point, he stopped himself, claiming that he couldn't explain further)._

_He then handed me the gear and turned to leave, commanding a time portal of sorts to appear before him. He then told me to be on the lookout for a "scrawny looking boy with messy brown hair and the most powerful device strapped to his wrist". He said that this boy, this _hero _was to be my daughter's future husband. He then left without another word, though not without offering me something called a "gumball" (delicious little things if you can get past the sudden hardness at the beginning)._

_I had found a way to give my daughter a family! I quickly installed the gear without hesitation, satisfied that I had given my daughter the chance to enjoy life to its fullest with her mysterious lover. Ben Tennyson, whoever and wherever you might be, may you have eternal happiness with my pride and joy._

_Hexiciah Steam_

Thick, black, oily tears were now dripping down Robecca's face, little black spots dripping all over the pages of the journal. She set the book down and thought about what she had read. Her father had met Paradox all those years ago. She was destined to meet Ben. It wasn't just some accident, she literally destined to be with Ben for eternity. And she even had the ability to have a family of her own, thanks to the special cog wheel her father had been given. She could hardly believe it; she, nothing more than a knock off of life itself, had the chance to make new life. Not just more robots, but actual, organic life. She quickly stripped herself of her vest and shirt and pulled out a full length mirror from the closet (her father had kept many things down in his lab) and opened up the hatch that allowed access inside of her. She was so happy, she could hardly believe what she was doing. With shaky fingers, she reached inside herself and began to gently search for the special cog wheel.

It did feel slightly odd to be actually reaching inside herself to do such a thing, but after years of doing self repairs in the absence of her father, she was quite used to it. According to the book, the special gear was located somewhere near where a Normie's reproductive organs would be. Robecca's face turned red and another jet of steam escaped her ears at the thought, but she continued to search around inside herself. She only prayed that nobody, especially Ben of all people, would come rushing in and see her like this. She eventually found it the space, located just beneath her Biological Processor Unit (BPU), and felt around for the special gear that would give her the ability to create life, a family.

Except it wasn't there.

She felt around inside herself once more, checking the book a second time to make sure she had gotten the location right. It still wasn't there. Peering in closer to the mirror, she looked within herself to find the spot where the gear would have been to be completely empty. And she knew for a fact that her father hadn't forgotten to put it in there; when he wrote that he did something, it meant he did it.

That meant someone had stolen it from her. And she had a sneaking suspicion she knew exactly who it was.

She was feeling a mix of emotions right now; shock, violation, utter despair, and complete rage. She quickly closed the hatch to her insides and put her shirt and vest back on, taking one last glance at the journal entry to make sure she hadn't missed anything. With the book in hand, she let out a heart wrenching sob of despair, thick oily tears streaming from her optical sensors. She hugged her knees tight, sobbing uncontrollably at the thought of being violated and deprived of true happiness.

It was only mere seconds before Ben burst into the room, hand over the Omnitrix and ready to kick butt. When he saw no butt to kick, she relaxed slightly, still ready to transform at a moments notice should the enemy be invisible (you could never tell with Merlinisapeins, unless you happened to be surrounded by a lot of light). He quickly forgot about the nonexistent attacker when he saw Robecca crying on the work bench, clutching a small journal to her chest and trying to keep oil from damaging the pages. Unsure of what was going on, he quietly sat down next to her and put a comforting hand on her back.

"What's wrong?" he asked.

Robecca didn't answer and merely shoved the book she was holding into Ben's hand. Confused, Ben cracked open the worn pages and squinted to read the pages, his face twisting from mild curiosity to confusion, to shock, and even to slight amusement. When he was done, he set the book down on the table and turned to Robecca, who was looking at him with tear-stained eyes.

"Is it missing?" Ben asked quietly.

Robecca jerked her head and suddenly pulled Ben closer to her, burying her head into his shoulder and sobbing. The result would stain his shirt, but Ben didn't care as he lightly wrapped his arms around his future wife and held her tight, whispering reassuring words into her ear.

"It's okay. I swear on my Omnitrix that I will get that gear back for you." he told her, running his fingers through her blue and black locks. Robecca sniffed and looked up at him and felt most of her worries wash away. The disappearance of her special gear still worried her, but Ben's reassuring smile made it all right. Another thing she knew about him was that he was never a breaker of promises.

* * *

Ben was confused; he had received an anonymous note in his locker telling him to meet in the Monster High pool. The pool room itself was wet and warm as usual, and the smell of chlorine was intoxicating. Ben stood there in a pair of black and green swim trunks, a towel slung over his shoulder. Considering where he was asked to meet, he decided to dress appropriately, and after a few seconds of looking around was glad he did.

Sitting on the edge of the pool was none other than Gigi Grant, dressed in a skimpy black one piece with golden scorpion designs. Ben felt himself get hotter, and he had a feeling it had nothing to do with the room's temperature. He walked over to her, his footsteps echoing in the large room and sat down, sliding his feet into the warm water. "Any particular reason it's just you and me here?' he asked, unconsciously touching Gigi's hand when he sat down. The genie blushed and slowly pulled her hand away so as not to make Ben suspicious.

"Oh, we're not alone; Twyla's over there in the corner." Gigi said, pointing to her left and into the shadowy corner. Ben could just make out a pair of smokey eyes as a pale hand came out from the shadows and waved shly. Ben waved back and smiled, patting the ground beside him. At first nothing happened, but Twyla eventually crawled out of the darkness. Right behind Ben.

"Hey." she said meekly, startling Ben as she sat down beside him. Ben recomposed himself, flashing a goofy smile as Skurd sighed and rubbed his beady little eyes. "Are we still friends?" she asked quietly.

"Of course. Why wouldn't we be?" Ben asked.

"Well, uh, my dad's kinda the Boogeyman? You know, famous for making people quiver and scream in fear? Ring a bell?" she asked, though Ben seemed unfazed. Rather, he seemed kind of annoyed. "Twyla, do you seriously believe I would judge you because of what your dad does for a living?" he asked, Twyla shaking her head.

"Good. Because I have have more than a few friends of alien lineage. One of my best friends continually tried to kill me when we were younger. Now we're tighter than family, especially since he's dating my cousin." Ben joked, Twyla cracking a small grin. They were interrupted by a small cough, and both of them turned to face Gigi.

"So why did you call me here?" Ben asked.

"You owe me a favor," Gigi answered, and Ben groaned, both girls smiling. "I need you to help find my sister."

"And this involves the pool, because?" Ben wondered, Twyla gladly explaining now that she was out of her shell. "Last time we saw Whisp, her lantern was accidentally dropped into the Deep End, the deepest, darkest, most savage spot in the world. Even Lagoona and Gil don't go dare that often."

"And you want me to help you find it?" said Ben, summing things up. Gigi nodded eagerly, knowing that Ben would do it even if he didn't have to repay a favor. Ben jokingly sighed and stood up, cracking his back before accessing the Omnitrix. He cycled through his aliens, quietly mumbling to himself. "C'mon, c'mon, where's Ripjaws? What the- fine, Jetray it is." he sighed, slapping the activation button and letting the green magic wash over him.

Ben's skin turned a gelatinous white, becoming softer and squishier as light blue blotches decorated his arms, making him look like he was wearing a lava lamp for a skin. Webbing began to form between his arms as his bones began to dissolve and disappear altogether. Ben's now limb arms split in two, creating a second pair of tentacles as all the digits on his hands fused together. His legs became long tendrils as his body became segmented into three skirt-like sections. His eyes became black and beady as the Omnitrix symbol with Skurd on it appeared on his face, near where his mouth would have been.

"AmpFibian!" the Amperi cried. With a sudden twist of his tentacles, the alien belly flopped into the pool with a splash and began swimming about below the surface, waiting for Gigi and Twyla to join him beneath the water. The pool itself, was built like any normal pool near the top, but it began to give way to carved stone stained with algae before giving way to rough, limestone walls that opened up into huge underwater caves lined with corals and seaweeds. Colorful fish and small shrimp flitted in and out of small holes in the walls as eels and octopuses prowled the ledges and reefs looking for food. The majestic beauty was interrupted by a dull splash and cloud of bubbles. Gigi soon appeared along with Twyla, who was wearing a large, heavy, old time diving suit. AmpFibian would have cocked an eyebrow at the sight, confused as to why Gigi didn't need a suit.

_It's because I'm a genie, Ben._

AmpFibian blinked and blew a strand of bubbles. How had she been able to hear him and understand his thoughts?

Gigi smiled. _You're an Amperi, Ben. Apparently they can detect the electrical currents in a person's body, allowing them to read their mind, _she thought to him. _As to answer you're question, genies don't technically need air to live. We're immortal in every sense of the word._

AmpFibian blinked but let it pass. With a swift move of his body, he angled downwards in the water, towards the deep end with Gigi and Twyla close behind. They passed forests of kelp, shoals of silvery fish, fearsome sea monsters that snapped at them from within their lairs, even the occasional treasure chest guarded by a skeletal pirate. "How deep does this thing go?" AmpFibian wondered.

Supposedly forever," Twyla answered. "Gigi, I normally don't want to be a downer, but how are we supposed to find Whisp's lamp in all this water?"

Gigi shrugged. "I honestly don't know how it works, but I just sorta have this sense. It's kind of like a tracking device that helps me keep in touch with Whisp. And we're getting close by the way." The genie then closed her eyes for a second, simply just staying a float in the cool water as AmpFibian and Twyla waited to move on. After a few moments, Gigi pointed downwards and to the left, towards a large cave with fearsome looking rocks that looked like jagged teeth. The trio swam towards the cave, Twyla being careful to avoid the sharp rocks so as not to rip her suit. Gigi led the way, Twyla and AmpFibian trailing behind as they went deeper and deeper into the cave.

"There!" Gigi excalimed, pointing towards a rusted golden lantern that on a large pile of gold doubloons. She swam to the lamp, quickly picking it up in her hands, smiling as she held the lamp close. If Amperi had mouths, AmpFibian would have been smiling too, though Twyla seemed a bit uncertain. "Um, guys? We should probably get going. Like now." she said anxiously, as if expecting something horrible to give chase after them.

Before Gigi or AmpFibian could anything, a long and large tentacle wrapped itself around Gigi's waist and quickly dragged into the darkness of the cave, kick and screaming all the way as Gigi lost her grip on the lantern. AmpFibian quickly moved his body and caught the lantern with a tentacle before it could be lost again, handing it to Twyla for safe keeping as he rushed after Gigi's capter. "Head for the surface," he instructed. "No telling what else is down here. Get Lagoon and Gil if we're not up in 15 minutes." Twyla nodded and took off as fast her flippers would move as AmpFibian gave chase after Gigi.

He found her in the clutches of an old enemy of his that was still making its retreat.

"You!" AmpFibian yelled, now furious. The attacker turned around to gaze at him and growled. With an almighty roar, the Kraken changed direction and charged right at the Amperi, murder in its eyes. Indeed, it had seemed like forever since AmpFibian had seen the monster, the memories just starting to come back to him, though the Kraken didn't seem to suffer the same fate; one could still see the scorch marks and bite wounds on its tentacles. AmpFibian could even swear he saw several half healed stumps amongst the fully healed ones.

With a quick pulse of tentacles, AmpFibian rocketed through the water towards the Kraken, twisting and turning to avoid the Kraken's tentacles. A large tentacle came up from his right to swat him. The Amperi caught sight of it and dove low and under the tentacle, wrapping his own around it and letting lose an electric shock. The Kraken bellowed and whipped AmpFibian around like a rag doll, throwing him into the side of the cavern. AmpFibian shook his head and shot through the water at the Kraken once more, using his mind reading abilities to dodge and roll past the Kraken's attacks. After a few heart rushing seconds, he was near the head of the beast, where Gigi was being held captive.

"Hold on! This might hurt a little!" AmpFibian warned her as he jabbed all four into the Kraken's flesh and cracked up the voltage. The Kraken howled in misery as it lit up like a Christmas tree, Gigi screaming at the top of her lungs. The pain was almost unbearable! It seemed that the shock was frying her nerves to the core, melting her brain! And then it stopped.

The Kraken was breathing heavily before succumbing to unconsciousness and sinking into the black abyss. The tentacle hugging Gigi tight went limp and went down with its master, releasing Gigi of its hold. AmpFibian swam over and grabbed Gigi's limp form in a tendril before making his way towards the surface. Gigi was barely able to comprehend what was happening, the colorful reefs and shoals of fish just a blur in front of her eyes as AmpFibian pumped his body furiously. While severely dazed and teetering on the edge of consciousness, the genie was not seriously hurt. Sure, her vision was failing her at the moment, but she had succeeded in get Whisp's lamp back. That was all that mattered.

* * *

"It's been fifteen minutes, mate." Lagoona said worriedly. Twyla bit her lip and peered down into the water of the pool. Behind her, Gil was taking off his helmet, preparing to dive into the depths of the pool and rescue Ben and Gigi. Lagoona had her pink swim suit on and was climbing up to the diving board, preparing to dive in when the when the entire pool seemed to simply explode. Water rained down from the ceiling, as if a hurricane had decided to form inside the school. Lagoona, Gil, and Twyla were completely soaked to the bone as AmpFibian broke through the waters surface and set Gigi down on the pool ledge before diving back down into the pool. There came a sudden bright light, and an unholy screeching before the Amperi floated back out of the pool and landed on the floor, the Omnitrix timing out just after his tentacles touche down.

"That's what you get for endangering innocent students, you _DIRT BAG!_" Skurd roared, waving a tiny tentacle in the air at the pool. Ben ran over to Gigi and pulled her up from the floor, waving his hand in front of her face. "Gigi! How many fingers am I holding up?" he asked, holding up four fingers as Lagoona and Gil rushed over.

"Five," she mumbled. Ben cursed under his breath and gently lay Gigi down on the floor, rubbing his temples as Twyla nervously stepped out of the shadows with the lantern in her pale hands. The four of them, Ben, Twyla, Lagoona, and Gil, just stood there for a few silent moments as Gigi slowly began to regain her senses once more. After a few minutes (it felt like hours to Ben) Gigi was strong enough to stand on her shaky feet, using Ben's shoulder as a support.

"So, what do we do now? Do we rub it or somethin'?" Lagoona asked.

"Probably." Ben mumbled as Gigi pulled him forward to take the lamp from Twyla's hand. The Boogey monster gladly handed it over to the genie, who propped herself up against Ben as he snaked an arm around her waist to keep her from falling over. Gigi then began to rub the golden colored lamp with her hand, shutting her eyes tight when a bright light exploded outward from the piece of furniture. The light got so bright, that everyone was forced to cover their eyes, Twyla quickly stepping into what remained of the shadows to hide; while light couldn't technically kill her in any way, it didn't make it any less painful at times like this. Once she was sure the light had died down, she stepped out from the shadows again and back into view.

Standing in the middle of their little circle was a girl that was almost identical to Gigi in every way possible, with the exception of her color scheme. Where Gigi wore pink, she wore blue, where Gigi wore blue, she wore pink. The colors seemed a bit more faded compared to Gigi, as if they had been shut in the darkness for a long time. Twyla remembered how Whisp had felt about that, only existing for Gigi to see alone. But that time had passed, and Gigi's sister was much nicer than she had been before, and was certainly a lot more fun to around then before.

"Ah, feels good to finally be out of there," Whisp sighed, stretching and cracking her back. "I now have a new respect for you, sis." she smiled before she caught sight of Ben and a slightly delirious Gigi together. "Seems you've been up to things while I was gone," she added with a sly smile. Ben took a glance at where she was staring and turned red as Gigi rubbed her pounding skull. Whisp took notice of this and gently put a finger to her sister's head, closing her eyes for a moment as a short burst of golden light came from her fingertip. Gigi jolted for a second, as if being electrocuted a second time, before stopping, looking much better now.

"Thanks." said Gigi, shaking her head.

"No prob, sis. Now then, why have you summoned me? Not that I'm complaining," she added. "You would not believe how boring it gets inside a small, cramped lamp after a few years. Or is it months? I can never keep a calendar long enough to find out," she mumbled to herself before Ben coughed loudly.

"We were wondering if you could help us with something," he said, before launching into a short version of his entire story, skipping to Paradox's appearance upon learning Whisp could see the world through Gigi's eyes whenever she wanted to. "It's kind of like TV for me," she explained. "Anyway, I'd love to help. Beats sitting in a lamp for another millennium." she grumbled. Gigi smiled and grabbed her sister, pulling her into a hug against Ben, who face was turning even redder now that his arm was pinned between both of their bodies.

Lagoona, Gil, and Twyla watched with amusement and suppressed smiles and chuckles.

* * *

Nefera sat on her bed, rubbing her aching temples. She felt like her head was going to explode, despite finally giving a good night's sleep. She knew Ben would be back later that night, to help her sleep just in case the dreams returned. And he would keep returning until her nightmares were gone for good. But it was only 4:00 in the afternoon, and it would be at least another four hours before Ben would come back. Her sister and her boyfriend were down in the living room, sitting on the grand couch watching a movie from the De Nile's extensive collection, but Nefera had no desire to go down and bug them. She felt as if someone had reached inside her, taken her soul, and taken it apart like a puzzle piece before putting it back together in a way that clearly didn't fit. She felt like her soul's pieces had been put back together in an odd way, like a careless child stomping on the pieces to get them to fit when they clearly didn't.

With what seemed the hundredth sigh since she woken up, she reached for the note that lay on her bed spread and opened it, having memorized it by a heart after the 50th read. That didn't stop her eyes from tracing over the words, wondering what they meant despite them clearly being in English.

_Dear Nefera,_

_Hope you had a good sleep! I know this might seem to weird to you, but I think I might like you? I mean no disrespect when I say that I might love you, but are clearly too old for me. Serious, you're what, 5,000 years old? And yet, you look like you haven't aged a day since high school._

_I don't expect you to see me as nothing more than a friend, or even a counselor of sorts when I say that I love you. I don't expect you to sudden fall head over heels for me like a nut job just because I wrote you this note (why am I even writing this?)._

_Either way, I need a favor. And I'm asking this as a friend who you don't own anything; I need an army. I know you probably can't spare any Anubis Guards since the Toepick Incident, so I need you're help recruiting an army of a different kind. I need you to send out a school wide email to every student in Monster High. Tell them that Frankie is in danger, that she needs our help. That we're the only ones that can save her while the adults sit back and do nothing. Do not send this to any teachers, facility members, or Headmistress Bloodgood. Especially not Bloodgood._

_I need you to do this. Frankie means the world to me, and to many others. She may not like you, but Frankie always managed to see some good in everyone, even nasty people like you and Toralei (I still doubt she saw anything in that corrupt calico, though). She's the reason I'm supporting you while nobody else will. So, if you're reading this, please send help. If not for Frankie, then for me. If not for me, then for you._

_Because only you get to decide how you run your life. Not your father, not some high official, not even a shiny trophy with your name on it. You get to choose who you get and want to be. It's all up to you._

_Ben_

Nefera folded the note again and fell back on her bed, staring at the canopy that hung over it. Did she feel the same way about Ben? Did she really believe that he loved her, when he was already in several relationships? Even if she did return his feelings, could it work? She was far older than he was, older than anyone in the school really. And there was the ghouls to concern. Would they accept her with open arms into their harem, or would they turn their backs on her like so many had done in the past? She sighed and closed her eyes, reaching for her iCoffin that sat on the bed.

She paused, considering. The letter had asked her to do it. Should she do it for Frankie, the girl that she barely knew? Would she do it for Ben, the only who had truly ever shown her genuine kindness when so many others didn't? Was she doing it for her, knowing that it was just the toll booth on the highway to a better life? Why was she doing it? Was she going to do it?

With a sigh, she grabbed the phone in her hand and began to scroll through her list of contacts. The she realized that she only had the numbers of celebrities and officials who helped make her carrer a success before it came crashing down.

With another sigh and a mixture of feelings in her eyes, she heaved herself off the bed and went to go search for a phone book. She didn't bother to call a servant to bring one to her. It was time she started doing things for herself.

Nefera De Nile had finally started to grow up.

**And there it is! The chapter's finally complete! Next chapter, the battle begins! Who will win, who will suffer, and will good triumph over evil? I'm not telling!**

**I would like to thank _Sallem Cortez 004 _once more. I seriously never would have gotten Ben's pet, Rivet, without you, and he shall appear in the future to annoy Ben! Being a great harem writer themselves, they've given me advice on how to remain within the invisible rules of the harem game, and have given me multiple ideas and suggestions to make this story a hundred times better. While I appreciate the applause and recognition I deserve, this writer deserves it more.**

**If you are a fan of the Ben 10/Monster Xover's on this site, stayed tuned for a story to come out later by _Sallem Cortex 004_. The story's still in the works, but it can be said that it will be released soon. So, stayed tuned for _Ben 10: Omniharem High_, featuring characters from both Monster High and Ever After High.**

**Although I can say I officially had the idea first ;)**

**Hasta Luego!**


	18. A Ghoul Worth Fighting For

**Ta-DA! I am here once again, with another lovely chapter for you today! Unfortunately, this will the last chapter before next year, as I become extremely busy towards the end of December. Do not feel discouraged! I shall return, loyal readers of all shapes and sizes, species and genders.**

**As always I have several people I must thank for helping me right this chapter, not to mention this story.**

**As you probably already know, _DJ Rodriguez _has kept me on my feet for numerous chapters, sending me life lines when I'm drowning in a sea of writer's block (that's the worst type of sea you could possibly fall in). Everyone give him a round of applause!**

**Next, I would like to thank _Sallem Cortez 004_ for helping me with this little number, though _DJ's _been helping me mostly. But hey, this is his thank you, so everyone should and must applaud this writer's work, as he is probably one of the best harem writer's there is. I have been fortunate enough to learn tips and tricks from this wonderful and wise master ;)**

**I would also like to thank _Menatron the Angel of Ideas _for keeping me on track and keeping me supported. If there has ever been anyone whose head has been filled with fabulous story ideas or plots, its this guy.**

**And of course, I have to thank each and every one of you out there who have taken their time to read this story. Without your support, I never would have made it this far. THANK YOU!**

**As always, comment and review and blah, blah, blah. You want me to stop talking and get to the story right now, huh? Thought so.**

**-WARNING!- The following chapter features graphic writing and material unsuitable for readers under the age of 13. For security purposes viewer discretion is advised, and this chapter and onward will be rated M, just to be on the safe side.**

She felt so cold. When was the last time she had been warm, wrapped up in a blanket next to the fireplace with a mug of hot cocoa? It seemed like eternity since she had last seen the sun and felt its warm, welcoming rays. All she could feel now was the contestant presence of hopelessness and the freezing bars of her prison.

It seemed like forever since she had been forced into this small, cramped cage, forced to sit and wait for days on end without food or water. And when the meals did come, they only barely met the nutritional requirement her body needed. As a result, she was drastically weakened than from when she had first arrived. When she had first come to this horrible place, where death itself would have been a blessing at this point, she had fought and kicked and screamed with every fiber of her being, only to be thrown into the cage like yesterday's trash.

She suffered wounds from that battle that hadn't been allowed to heal, as the boss's henchman would constantly subject her to torturing when they were in a bad mood. She knew from her Biteology classes that she had several broken bones, many of them fractured in more than one place. She was suffering from internal bleeding in multiple places, and she could barely see out of her eyes. She was never allowed outside of the cage, except for beatings or for the little exercise they allowed her before forcing her back into the cage. She was never allowed to bathe, never allowed to use the bathroom.

As a result, her tiny living quarters were absolutely repulsive. The cage was big enough for her to lie down fully stretched, and this allowed her to keep some degree of cleanliness. In a far corner, away from where she slept in her cage, was her bathroom, nothing more than a disgusting pile of crap that reeked to high heaven. The henchmen would often complain about the smell, especially the Loboan, but they never did anything about it. Since they never allowed her to bathe, she stunk as well; ugly looking bruises and scratches covered her arms and legs, and her dress was barely holding together. Her hair was tangled up in a jungle of black and white snarls, and her perfect finger nails had grown long and dirty. Her shoes were missing, taken away by the henchmen when she had once used the sharp heels to pick the lock on her cage; she hadn't succeeded of course, but they took them away nonetheless.

Every night, she cried herself to sleep in her horrible conditions, waking up with dried tears on her dirty cheeks and the horrible smell getting worse and worse. For hours on end, she sit in her cage and think about the outside world, about what her friends were possibly doing at the moment. Her parents would obviously be worried beyond belief, and her friends would be doing everything in their power to try and find her. The whole town would be in an uproar, demanding the police do something about her disappearance. But she knew the police wouldn't do anything productive. "_One less monster to worry about,"_ was what they always said. It seemed that the events of Halloween between Normies and Monsters had simply vanished, as if they never existed. True, a few of the Normies liked the Monsters, but they never did anything when one of them was in danger.

That led her to think about Ben. To her, he was an enigma, a mystery that simply couldn't be solved. She knew absolutely nothing about him, nothing but the fact that he wielded the most powerful weapon in existence on his wrist with pride. He was kind, caring, thoughtful, and goofy. She had witnessed that herself, and heard rumors of him getting absolutely furious. The anger was justifiable though, and he had saved her and the student body of Monster High more times than she could count. Yet somehow, she couldn't help but blame this on him. If it hadn't been for him, she wouldn't have been in this mess. If she had never met him, she wouldn't have fallen in love with him and suffered through the Halloween Fiasco.

Yet somehow, she could help but believe that he was her only way to freedom.

With a heavy sigh and sob, Frankie curled herself up into a ball and tried to fall asleep, ignoring the foul stench that hung over her like a heavy blanket.

* * *

_**You like him. Don't deny it.**_

Gigi rolled her eyes and focused on floating forward, keeping up with the group. She loved her tsister dearly, but if there was one thing Whisp was, it was nosy. And the fact that she and Gigi shared a mind link of sorts was not helping in the slightest.

Other than the two genie sisters, there was Ben himself, leading the way and sniffing the ground furiously in his Vulpimancer form. Riding on his back were Ghoulia and Slow Mo, still too slow to keep up with the group of monsters for long. Behind them was a long procession of students from Monster High, all armed and determined to get Frankie back. Swinging through the tree tops and providing air coverage were Jane and Robecca, Twyla shadow traveling through the tree's shadows to keep up. The boys all walked together in one group, quietly murmuring to themselves about how much fun this was going to be; Manny was barely containing his excitement at finally being able to prove he was just as tough as Ben was, though Hoodude and Deuce had their doubts. Heath was supporting his friend all the way, while Clawd was off in another part of the group, comforting a truly terrified Draculaura as she worried about Frankie. Gil walked beside Lagoona, holding hands as Heath would use the last few minutes before the battle to try and charm Abbey. The yeti ignored him for the most part, keeping even stride with Cleo and Venus directly behind Wildmutt. Walking silently next to Wildmutt were Spectra and Nefera, who was casting apologetic glances at her sister, though she didn't seem to believe them to be true. Bringing up the rear were Jinafire, Skelita, Clawdeen, Bonita, Neighthan, two other hybrid ghouls Wildmutt didn't recognize, along with a third ghoul who was seemingly normal (for a Monster).

They walked on in near total silence for almost an hour before climbing up a small hill and peering over the crest to peer down at a rusty old warehouse on the edge of a small river. The windows of the building were either boarded up or broken, the doors locked tight from the inside and board up on the outside. The sides of the building were covered in red colored rust and graffiti, and the smell of mold and mildew was just big enough to smell faintly from a distance. The group halted as Wildmutt let his zombie passengers climb off of his back and the Omnitrix timed out. The group then went silent as Ben stood up and called for their attention.

"I'm not the best at a lot of things. Claw-culus, Biteology, and keeping things normal just a few. But one thing I know I'm good at is kicking butt. And that's what we're all here to do. Zs'Skayr came after me, attempted to kill me and rule this world. That was fine by me, I've fought him dozens of times. But when the treacherous, slimy, no-good, Grim Reaper Reject stole Robecca's gear and kidnapped Frankie for his own nefarious purposes, he just crossed a line. A very big, red line that should never be crossed. Tonight, monsters of all species, we will attack Zs'Skayr, stop him once and for all, and rescue Frankie Stein if it's the last thing we do!" Ben roared at the top of his lungs, his speech met with roars and cheers of approval. Ben then allowed a ten minute break for last minute preparations, taking the time to fill out his roster with the toughest aliens in his arsenal. Humungousaur, Four Arms, Atomix, Clockwork, Way Big, Gravattack, Feedback, Rath, Diamondhead, even Alien X all made their way into the frontal cycle, ready to be used at a moment's notice.

He then felt a tapping on his shoulder and turned to look up at Clawd and Manny, the Minotaur looking at him with a straight face but defeated eyes. Clawd sighed and scratched his neck sheepishly. "Look, dude . . . . I just wanna say that, if I don't make it back from this . . . . I want you to look after Draculaura, okay?" the werewolf finally said. Ben froze and nearly let his jaw drop. Sure, he and Clawd had never really interacted at all during his time at Monster High. They only ever really met during the Halloween Fiasco and the Dodgeball Game of Doom, and yet Clawd, the captain of the Casketball team and most respected guy in school, was handing his girlfriend over in the event he should not return.

"Um, okay." Ben said, his throat feeling dry. Clawd nodded and went off to look for his girlfriend, leaving Manny and Ben alone to talk. The two stood there for what seemed hours on end, Ben waiting for the silent Minotaur to say something, anything.

"You know I don't like you, right?" Manny finally said. Ben nodded.

"Then you know how hard it is for me to say that I want you to look after Iris, too." Manny snorted. Ben cocked an eyebrow, running through a mental list of of every ghoul he had ever met at Monster High. He had never met someone named Iris. Noticing Ben's confused face, Manny sighed and pointed with a large finger towards one of the unknown girls that had joined the group at the last moment. She had sort of a sickly looking shade of green skin and darker green hair that was pulled back into two long pigtails that reached her waist. She wore a simple purple dress and black top with a pair of purple sneakers decorated with eyeball designs. A single, violet colored eye was positioned right in the middle of her face, just above her small nose and green lips. The Cyclops turned to look at the two of them and gave a small wave.

Ben waved back, earning an annoyed glare from Manny. "You get her if I don't make it back." he snorted, turning away from Ben and stomping down the hill to talk to the guys. Ben just stood there, shocked that the monster who used to be the toughest in school had allowed him access to his girlfriend should he perish. The idea was staggering to Ben, but now was not the time for such thoughts. Shaking his head, he blew a shrill whistle to catch everyone's attention.

"Alright, now here's the plan," he began, making his voice clear. "Manny, Clawd, Deuce, Abbey, Heath, and Jinafire will be Team A; their main directive is to keep Zs'Skayr's minions busy. Jane, Draculaura, and Venus will be Team B and will be charged with finding and rescuing Frankie. Gil, Lagoona, Iris, Gigi, and Whisp will be Team C; they're job is to keep the river secure in case of an emergency exit. Cleo, Clawdeen, Skelita, Ghoulia, Twyla, Slow Mo, and Hoodude will round out Team D and keep the front door secure. Robecca, Spectra, Nefera, and I will deal with Zs'Skayr himself."

"What about us?" a voice called from the back of the crowd. Ben looked back to see a girl standing with Bonita and Neighthan, a miffed look on her face as she folded her arms across her chest and flapped her wings impatiently. The girl was certainly odd, having the body of a horse attached to her almost human torso. She had faded blue hair and a pair of purple horse ears on her head and was wearing a riding outfit, minus the pants for obvious reasons. Above her floated a mermaid of sorts, except that she would often phase through the surrounding trees and students, constantly being distracted by the smallest of things. She wore mainly black and white, wrapped in silver chains that rattled whenever she moved.

"Neighthan, Bonita, and, um, you two," Ben said, their names escaping him at the moment.

"Avea and Sirena," the centaur girl replied with a frown.

"Right. Sorry. "Neighthan, Bonita, Avea, and Sirena will be Team F. You're job is to cause general mayhem and help any of the other teams when they need it. Neighthan, I'm going to need you on doctor duty should the need arise," Ben instructed. "Remember: this is a rescue mission only. Do not get fancy and try to show off." he added. "We don't know what's in there, so keep on your toes."

* * *

Zs'Skayr patiently paced the floor, floating back and forth across a certain spot with his scythe in hand as Dr. Viktor put the finishing touches on the device. The Ectonurite was pleased with his henchmen's work, the device being nothing more than something of a large ray gun.

The pointed end of the weapon was directed at the ceiling of the warehouse, waiting for the roof to roll open and fire. Zs'Skayr grinned as the future events that were to come passed through his mind; hundreds of Normies and animals, twisted and mutated into horrible, twisted monsters that would obey his every command. The actual monsters of this realm would be resistant to the Corrodium that powered the device, Zs'Skayr was sure of this. He didn't worry though. When his horrid army rose, he would be able to enslave the monsters to his liking.

Zs'Skayr grinned maniacally as Dr. Viktor slammed the hatch to the device shut. "It is ready, master." the large Transylian said, Zs'Skayr nodding with approval. Truly, the doctor was proud of his work, though Zs'Skayr knew that deep down he was no used to being used as a pawn. But true to his word, Zs'Skayr would give him a share of his new empire. Provided the plan worked. The Ectonurite shook his head. Why was he so worried? Nothing could stop his plan now. He had the device, the Corrodium, the gear, and most importantly, the girl.

"Speaking of the girl," ZS'Skayr grinned. "Tennyson should be along any second now."

True to his word, the could of frozen metal twisting and screaming could be heard behind him, and the Ectonurite turned just in time to see a large Minotaur rip the frozen remains of the front door of the ware house. Next to him stood a Polar Manzardill. Behind both of them was an army of high school students of various species, none to happy as they all glanced at Zs'Skayr.

"Ah, Ben Tennyson. So glad you could grace us with your presence," Zs'Skayr chuckled darkly.

"Save the formalities for your mother in law, Ghostfreak," Arctiguana growled as the Omnitrix timed out and reverted him back into his human form.

"I thought his name was Zs'Skayr," Manny whispered.

"His real name's Zs'Skayr. I just call him Ghostfreak to tick him off," Ben smirked.

"But I never answer to it!" the Ectonurite growled, the name bringing back unpleasant memories of his imprisonment within the recesses of the Omnitrix, only let out when someone decided to use his DNA. He was about to say something else when Spectra beat him to it.

"Wait, is this guy related to your transformation?" she asked.

"In a way. He's actually the DNA source for Ghostfreak. I'll tell you the whole story later." Ben promised.

"_If _you survive, that is," Zs'Skayr hissed, ticked at having the conversation directed from his plot. "Now then, if you be so kind as to give me your full attention, I have a gift for one of you." he added, making a big show about digging around in his faded cloak as if rummaging through hundreds of different items. After what seemed forever, he produced a golden colored cog wheel from the folds of his robe. There was a sudden gasp as Robecca rushed to the front of the crowd, gaping at her missing part.

"Miss it, deary?" Zs'Skayr chuckled at her reaction. "I'd be more than happy to give it back. It's outlived its usefulness," he said, tossing the gear to the floor and letting it roll to Robecca's feet where it spun around in a tight circle before collapsing as Robecca picked it up. "What do you mean it's 'outlived its usefulness'?" she asked, worry creeping into her eyes. Zs'Skayr enjoyed seeing that feeling.

"You haven't been able to guess? Your processor must be getting old," Zs'Skayr commented nonchalantly, buying himself time for the weapon to fire up. Plus, he simply _loved _toying with his victims. The heart wrenching expression on the copper girl's face was priceless. "It seems that the cog has run out of uses; it is rather useless to me now. You might be able to use it for some function or other." he explained without a care.

Robecca tentatively reached down and picked up the gear in her fingers, gently tracing her fingertips over the design as if she were afraid that the gear would blow away in the wind like a pile of fine ash. The world seemed silent to her as she looked over the gear, processing the words Zs'Skayr had said. The gear was nothing more than a useless trophy now. She would never have the happy ending that she never knew she could have. She would never understand the joy of having children, and with the one love that she was apparently destined to be with. All of that was within an arms reach, and she didn't even know she had it before it was taken away by a sick, psychotic alien ghost with a master plan to rule the cosmos.

That was when we she snapped.

Without a word, Robecca tore off her vest and shirt and opened the hatch inside of her, carelessly tossing the gear inside. She glared at Zs'Skayr with fire in her eyes, a look that promised that she would kill the Ectonurite in any possible without hesitation. "Ben. Upgrade me." she commanded in a voice as thick as iron. Ben gulped; he had never seen anyone so angry. Even the time he had gone Rath on the troll guards seemed like a temper tantrum to the way Robecca looked. Without argue, Ben activated the Omnitrix and scrolled through his aliens before coming across the one he needed, trying to keep his eyes from tracing over to Robecca's bare breasts; the rest of the guys were not faring much better.

"Dear girl, do you have idea what the dangers of-" Skurd began before Robecca jerked her head to glare at him. The Slimebiote instantly shut up, deeply disturbed and scarred by the enraged look on Robecca's face; one would need an entirely different word to describe how pissed she was.

Ben then slapped the activation button, hoping that it would prove to be a successful transformation. His skin became more loose, almost a liquid, but not quite. His bones dissolved into nothingness, and even his organs seemed to disappear; but Ben knew they were still there, just a lot more squishy and modifiable than they had been before. His skin turned a shiny black color, racing to cover his everything. His feet molded together into a single, wide toe as he lost a finger on each hand. More mass piled up between his head and shoulders until there was a smooth, slope-like transition between the two. Ben's mouth and nose vanished all together as his eyes crashed into each other and became one. The final additions to the transformation was the Omnitrix in the center of his eye and the appearance of a bright green, circuit like pattern on his skin.

The Galvanic Mechamorph then oozed across the floor at a brisk pace and engulfed Robecca in a fluid motion, silently oozing himself into every nook and cranny of her body. Once she was covered from head to toe, Upgrade went to work, quickly applying pressure to certain parts of her body and exploiting them, reading through her blueprints and modifying them into something better. All of this took less than a few seconds, and the results were truly terrifying.

The copper girl was now a towering twenty feet tall, an utter giant compared to everyone else. She retained the green and black circuit design, but she looked far different. Her black and blue locks were now solid lines of black and green pulled back into a ponytail, framing her single green ring of an eye with the Omnitrix and a tiny Skurd in the center. Spikes decorated her now broad shoulders, and long, thin blades ran down her arms to her wrists, each finger lined with small spikes. Her frame was slimmer, highlighting her bust and ass under a thick layer of protective green and black armor that could with stand a nuclear bomb. She wore a pair of large, thick, spiked boots with sharp bottoms, ideal for stomping and crushing.

"Robecgrade!" the titan called out, striking a pose as Zs'Skayr stared upwards. This, he had not been expecting in the slightest. Dr. Viktor, while startled at the sudden appearance of the giant robot, was equally fascinated; Crüjo and Khuflu just seemed terrified, exactly what Robecgrade wanted. With an enraged yell that sounded like Robecca's but with Upgrade's robotic tinge, the titan raised up a giant foot and brought it down right on Zs'Skayr, the Ectonurite fazing through the floor and back out behind a stack of crates before he could be killed.

Without hesitation or mercy, Robecgrade swiped her hand through the stack of crates and brought down on a fist on Zs'Skayr, relishing in the feel of the Ectonurite's bones being splintered in her mighty grip. Stunned, Zs'Skayr feebly swiped at Rovecgrade's arm, succeeding in slicing it off, only to have it regrow back into a sharpened blade. The other hand morphed into a spiked mace as Zs'Skayr fled as fast as he could. With a roar, Robecgrade stomped after him, crushing crates under her feet.

"You heard them!" Manny roared. "Attack!" With a loud battle cry, the monsters rushed into the ware house, crafted weapons raised and ready to do battle. With little options left, Crüjo, Khufulu, and Viktor rushed in to meet them, the monsters splitting off into their groups before they collided.

Like a well oiled machine, Manny and Heath fought together, the Minotaur blocking the Translian's blows with his own as Heath leaped in and out at high speeds to deal damage, giving Manny a break after a while by setting Viktor's hair on fire. As the doctor ran about, Deuce saw his chance and dove into a slid, swiping Viktor's legs out from under him and sending him to the floor as the boys shared a high five.

Khufulu, brave as he was, was getting his butt kicked. With a movement of his hands, he stretched out his bandages, slamming them into Abbey and sending her back into a pile of crates as Jinafire swiped the bandages clean off with a movement of her sword. The dragon then switched to martial arts, clipping the sword to her light, leather armor as she jabbed a hand forward and hit the Thep Khufan in the chest before giving a round house kick and sending him into a wall. With an enraged yell, Khufulu extricated himself from the wall and charged blindly at Jinafire. Faster than Khufulu could have possibly reacted, Jinafire stepped out of the way and punched him in the gut, giving a swift uppercut to his face before whacking him over the head with the flat of her sword. Delirious, Khufulu gave one last attempt at an attack and managed to pull Jinafire's sword from her hands with his bandages. Before Jinafire could use her martial arts training on him, the Thep Khufan unleashed his bandages and ensnared her in them. Just before he could finish her off, a sharp pair of hooves came from his left and kicked him in the face, knocking him out.

"Not very honorable," Jinafire noted as Avea helped her up and untied her.

"It got the job done, didn't it?" Avea retorted with a smirk.

"True."

"Pfft. Abbey could have done better." Abbey grumbled, rubbing her sore skull as she gave Khufulu a swift kick to the shins.

Elsewhere, Robecgrade was continuing their assault on Zs'Skayr (more like Robecca was; Upgrade was just the armor). Being truly terrified for the first time in his life, Zs'Skayr could tell that he did not like the feeling, especially when the tables were turned. He rushed behind a stack of crates, staying just ahead of Robecgrade's swings of her mighty sword and mace. He would have made an escape through the air, if he hadn't been blocked by the surprisingly threatening appearance of Spectra wielding a pair of katana blades. He rushed forward again, only to be cut off by Robecgrade's giant mace. With an annoyed grin, Zs'Skayr continued forward, to try and phase through the weapon, only to smack right into it and fall back.

"How do you like us now?" Robecgrade growled with a hint of amusement in his voice.

Zs'Skayr gulped and flew upwards, twisting to the side to dodge the slicing scissor maneuver Spectra used with her swords. Running out of options, Zs'Skayr had one last chance left; it wasn't quite ready, but it was now or never. With a quick burst of speed, dodging a swipe of Robecgrade's sword and mace, Zs'Skayr made his way over to the weapon and quickly tapped a button on the control pad. The sound of machinery groaning could be heard over the roar of the battle. It was quickly droned out from the loud whining of several small missiles that were released from Robecgrade's gigantic hands.

Most projectiles would have followed a heat trail of sorts, but since Ectonurites possessed zero body heat or natural life force for that matter, Robecgrade's missiles were modified to lock in on Zs'Skayr's unique DNA structure and target it specifically, ensuring that Spectra would not be harmed through some odd goof up. The missiles zeroed in on Zs'Skayr and would have blown him sky high had he not quickly phased through a stack of crates. The ammo quickly obliterated the crates in their mad race to reach their target, angering Robecgrade to no end.

"C'mon, luv! I wanna mop the floor with this scummy punk!" she roared, _just as the Omnitrix timed out!_

With a flash of green light and a loud roar, Ben and Robecca were separated once more, thrown across opposite sides of the room from the blast; Robecca was thrown into a wall of the warehouse as Ben was blown into another stack of crates that cracked open like eggs to reveal their prizes within. Ben groaned and sat up, rubbing his sore skull as he glanced wildly about the room.

The warehouse was now in complete chaos; an army of black and purple stained creatures had come out of nowhere, tearing into the army of Monster High students and keeping the lines of Zs'Skayr's henchmen. Upon closer inspection, Ben recognized several species from his Omnitrix; Vulpimancers, Tetramands, Arachnichimps, Lepidopterrans, Aerophibians, and even a few Vaxasaurians as well. However, something was seriously off about them. They had brandished twisted limbs, some of growing extra limbs or having stumps where limbs should have been; all have sharp or serrated teeth and claws; all of them were monstrous.

"Do you like them, Tennyson?" Zs'Skayr rasped with a wicked smile as he floated over Robecca's dazed form. "Such a shame the cog wheel lost its purpose. I hoping to fashion out a few more members of my army, but it seems they don't make gears like they used to," the Ectonurite chuckled. Ben frowned and glared at him, reaching for the Omnitrix when he was suddenly grabbed from behind by a pair of strong hands. Ben yelped as he was yanked into the air as he craned his neck to see his attacker. It was dark purple colored Tetramand with three golden colored eyes; the fourth was swelled shut. Random, bloodied spikes protruded from its spine and lower set of arms, the ones currently holding Ben. The second pair were not in their usual place, rather they had rotated back and seemed to have burst out from the area of flesh just behind the neck. The acted as the monster's main set of legs, the original ones now hanging limp and virtually useless from the body. The Tertramand's mouth was twisted vertically and when it opened its mouth, it revealed three rows of sharp, twisted teeth.

"Now, now. We can't have that happening," Zs'Skayr tut-tutted, waving a finger back and forth as he shouldered his scythe. "You need to learn discipline, dear child. One must never harm Zs'Skayr," he chuckled darkly as he grabbed the handle of his scythe with his claws and raised the weapon over his head as he still hovered over Robecca's limp form. Ben gasped and watched with pleading eyes as he was unable to do anything.

"Now you will pay the price, Tennyson." Zs'Skayr hissed as he swung the scythe down. The world seemed to suddenly go in slow motion as Ben watched the weapon's curved blade go down. He found he couldn't turned his head away from the scene, held in place by the Mutant Tetramand as the scythe sunk heavily into Robecca's waist and cut clean through her. Oil spurted everywhere, pooling heavily on the floor as Zs'Skayr cackled at his triumph and the look of horror on Ben's face.

* * *

Above the battle, Jane silently ran along the catwalk, thanking the heavens for her Merlinisapien armor. Modeled after Chamalien's skin (a latest invention of Ghoulia's), the armor allowed her to change colors to match her surroundings and slip by enemies with ease. Armed with a small dagger and her staff, she was a silent and nearly invisible assassin. Jane shook her head; now was not the time to marvel at her armor. Her mission was to find Frankie and bring her out.

Jane glanced behind her to see Venus and Draculaura slinking through the shadows as quietly as possible. Jane found it hard to believe however, that Draculaura managed to even slip by without notice, as the small vampire was still dressed from to toe in bright pink, though she had managed to change from her designer boots to something more suited for running. Venus herself was doing fairly well, using her plant charming abilities to swing from vines that she hooked around rafters from the ceilings.

Jane then glanced below her, towards the battle, and winced when she saw the new, twisted, mutant army slam into her forces like a freight train; the students were slowly being pushed back, little by little. As soon as they either managed to kill a creature or knock it out, another would take its place. She watched as Twyla managed to save Cleo from a rouge Aerophibian, sucking into the shadows with her and then spitting it back out, the creature looking visibly drained of life, though Jane noticed a slight movement in its chest.

What really surprised her however, was the fact that Nefera was doing everything in her power to protect her younger sister. When Cleo was distracted, busy holding back a mutant Vulpimancer with bladed staff of her design (Jinaifre had still made it), Nefera was there, covering her back when a altered Lepidopterran swooped down from the ceiling; the older De Nile sister could cut to ribbons with her silver and gold colored swords, Nile blue cobras curved around the handles. Jane had to smile at the sight; Ben really had changed her for the better.

But now was not the time to marvel at the battle below. Keeping her head clear, Jane led Venus and Draculaura across another section of catwalk, stalking off into the warehouse's second level after a few minutes. The second floor was only accessible by the catwalk, leading to a small storage area that was filled with tarp covered crates and boxes. Rusted cages with dried blood on them dotted the seemingly normal area, and Venus had to more than once wrap Draculaura's head up in vines to avoid her from fainting at the sight. As if things couldn't get any worse, there was a foul stench in the air that made breathing seem like torture. The atmosphere was thick with the stench, making it near impossible to breath. Draculaura and Jane gagged at the smell, but Venus seemed to be unaffected by it for the most part. The girls slunk through a narrow pathway amongst the storage units, keeping their eyes peeled for surprise attacks. When they turned left and rounded the corner, what the saw made all their stomachs drop to the floor.

A small cage, big enough for a person to lie down in, sat on the floor, a thick padlock over the door. The horrible smell was now overpowering, forcing Jane and Draculaura to hike up their shirts and use them as make-shift oxygen masks; even Venus was starting to be affected by the odor. Looking inside of the cage, they all quickly lost their appetites, Draculaura running a short distance away and vomiting up her stomach contents. She stayed where she was, still vomiting, as Jane reached for the door with a shaky hand. She gulped and tapped a button on her body armor, becoming visible again and reaching into her hair, pulling out a hair pin and jamming it into the lock. After a few heated seconds, the lock fell off into Jane's open hand. She set the lock on the floor and slowly opened the cage door, her heart in her throat as she tried to tear her eyes away from the scene.

Frankie was lying on the floor, seemingly unconscious. Her clothes were barely holding together, a huge section torn free from her midriff and exposing her bruised stomach. Large, bloody cuts were visible on her arms and legs, the stitching on her right ankle and head nearly undone. Her black and white streaked hair was matted with sweat and tinted crimson red with blood. Fresh wounds of an indistinguishable attacker dotted her body as Jane slowly reached into the cage and carefully dragged her out, wincing when Frankie's left arm twisted at an unnatural angle or when her breathing nearly stopped. Jane cradled her head in her hands as Venus bit her lip and studied the wounds; Draculaura had returned, shaken up, before dashing off again and puking her guts out for a third time.

"We need to get her out of here," Venus hissed quietly. "You take her shoulders, I'll grab her legs." They both did as she had instructed and carefully lifted Frankie's limp form between the two of them, Venus being careful to avoid pulling on Frankie's loose leg. After tracking down Draculaura and making her lead the way so she wouldn't have to look at Frankie's body, the trio made their way back out of the storage unit and back onto the labyrinth of catwalks. They halfway out from one of the catwalks when a dull boom came from behind them. All three of the girls turned to see Crujo standing there, rage in his eyes even if he kept himself cool and collective.

"Stealing my prize, little whelps? That's a bad idea, you know." the Loboan snarled before charging at them on all fours. Jane yelled something incoherent and thrust Frankie's upper half onto Venus's back; it now looked like the plant monster was giving Frankie a piggy back ride.

"Go! I'll hold him off!" Jane screamed as Draculaura and Venus made their escape. Jane quickly pulled out her dagger and suddenly dropped to the floor underneath Crüjo, stabbing her blade into his black shirt and wincing when he yelped. Jane then popped back up from the floor, her dagger now bloody; she winced at the sight. With a savage snarl, Crüjo leaped forward again, swiping at her with her claws and succeeding in drawing three red lines across her face. Terrified, Jane whipped out her staff just in time to block in attack from Crüjo's jaws. The Loboan roared and swiped at her with his claws, cutting clean through one of the ropes supporting their section of the catwalk.

The platform suddenly sagged to the left under their weight. Jane quickly leaped to the opposite railing, dodging another swipe of Crüjo's claws. The Lobaon gave an enraged howl and leaped at her, Jane dropping down to the catwalk to dodge the attack and crawling away as fast as she could. Crüjo growled and swiped his claws through another rope, causing one end of the platform to dip downwards. Jane yelped and grabbed the railing of the catwalk before she could fall, her staff falling into the battle below and succeeding in hitting a mutant Tetramand over the head; he dropped to the ground like a sack of potatoes.

Jane quickly pulled herself up the railing, moving out of the way just Crüjo landed on the spot where she was moments ago. Breathing heavily, Jane to another section of catwalk, just beyond the crumbling section. Heart in her throat, she pulled out her dagger again and quickly cut a third rope, the platform plunging downwards a foot before being yanked to a stop by the final rope holding it in place. Crüjo dug his claws into the catwalk, hanging on by a single paw as Jane moved her blade over to the final rope.

"I swear, I will get you if it's the last thing I doooooo-oooooooooooo!" Crüjo howled as Jane sliced through the final rope and watched him tumble down to the warehouse below, taking out a Lepidopterran and a pair of Vaxasaurians when he landed. Jane was breathing heavily now as she pocketed her dagger and ran back along the catwalk, following the sickening smell of Frankie's filthy body. She turned a corner and paused when she saw Venus sitting on the platform, her head to Frankie's chest as Draculaura sobbed uncontrollably. "What's wrong?" Jane asked nervously.

With a grim expression, Venus took her head away from Frankie and spoke. "Her Spark, her life force. It's gone. They must have drained her before we got here." she managed to say with a raspy voice, her eyes brimming with tears. Jane found she couldn't breath, suddenly swamped with guilt and dread; if she had been smarter, had seen Crüjo's attack coming, could she had possibly saved Frankie, gotten her to her father or a doctor just before she kicked the bucket. Jane found she couldn't help but blame herself for this.

She felt a touch to her shoulder and saw Venus standing there. "She's not totally gone. She's still got some time left before it's too late," she explained. "Last time this happened, we just shot a couple million volts of electricity through her and brought her back."

"B-but we need someone who h-has memories of Frankie for it to work," Draculaura sniffed. "W-we used all of ours up during the last time."

Venus actually smiled. "Not everyone," she said. "Jane. Get Ben."

* * *

Ben could not begin to describe the horror, the rage, the utter despair he felt when he was forced to watch one of his arch-nemesises heartlessly cut through his girlfriend, ending her life without a single care in the world. He felt something inside him snap, and he felt himself loose control over to the primal beast that lurked within him, biding its time for the perfect chance to strike. Barely even knowing what he was doing, Ben jerked his head back, slamming it into the Tetramand's face and causing his captor to drop him to the floor. Without thinking, he activated the Omnitrix and selected a random alien and slamming the activation button, not caring which alien he got.

He felt himself become powerful as the alien blood coursed its way through his veins, the watch forcing his very DNA to shift and mold and change into something it shouldn't have been. The changes began almost immediately, starting his skin becoming a dark, midnight black that raced up his arms and legs and covered his face. His eyes widened into large almonds before melting together into a single, green orb. His teeth became sharp his toes all ground together into two claws. He felt an itching sensation at the base of his spine, and craned his head to watch a long, elastic-like tail stretch out behind him, a growth forming on the end that resembled a forked plug. His fingertips become hard and metallic, becoming cube shaped as muscles piled themselves on his arms and chest. Two long antennae suddenly shot out from his skull, unrolling behind him like dreadlocks as forked plus formed on their ends. His chest and torso turned a dark shade of green as the Omnitrix and Skurd appeared on his chest and a sharp, tingling feeling could be felt in his fingers.

With an enraged yell, Feedback shot a burst of energy back at the mutant Tetramand, turning up the power so that he practically vaporized the poor creature, killing it. The Conductoid then turned his attention of Zs'Skayr, who gulped nervously as Feedback formed a large ball of crackling electricity between his fingers.

"Such a _shocking _turn of events, eh _Ghostfreak_?" he snarled before he unleashed the attack on the Ectonurite, lighting him up like a Christmas tree during a power surge. Zs'Skayr howled in agony as the electricity coursed its way through his body, the metal blade of his scythe only amplifying the power. And then it was over. Groaning, Zs'Skayr dropped to the ground, unconscious, his weapon clattering to the floor.

"And stay down." Feedback growled when a sharp whistle met his ears. He turned his head upwards to see Jane gesturing for him to come up to her. The Conductoid nodded and stretched his antennae as far as they would go, thankfully hooking them around the railing of the catwalk and hauling his full body weight upwards until he could loop his hands around the railing and pull himself up the rest of the way.

"What? What's wrong?" Feedback asked frantically. Jane bit her lip and silently gestured for him to follow her. With a confused and dreaded look in his eye, he followed her around the corner to where Venus and Draculaura were waiting over Frankie's body. Feedback immediately went frantic with worry, asking them a million questions over the roar of the battle below.

"What happened? Is she okay? Why is she not moving?"

Jane bit down on her lip even harder and smacked him upside the head. "Thanks. I needed that," Feedback grinned sheepishly. "But seriously, what happened?"

Venus sighed and rubbed her aching temples. "She was like this when we found her, barely alive. I guess on the way out, she just gave up; in a word, she's dead." Venus sighed, wincing at Feedback's crushed look. The Conductoid felt as if his heart had been mercilessly ripped out from his chest and stomped on, ground into a fine powder, and burned in a volcano before being blown away by the wind.

"There is a way to bring her back though," Venus interjected quickly, fearing that Ben would suddenly loose all will to live at any second. She quickly explained the past events to him, mentally sighing with relief when the Conductoid's face twisted from misery to stoicism. "Well then. Lets crank up the power," Feedback quipped, pushing past Venus and grabbing Frankie's limp form in his hands and slinging her over his shoulder. He walked along the catwalk, the girls trailing behind him, until he came to a ladder that was bolted into the wall that led up to the roof. The group quickly scaled the ladder and pushed open the trapdoor that led to the roof, crawling across the top until they were near the other end, where a long metal rod about three times as tall as Feedback stood bolted to the warehouse.

The Conductoid gently lay Frankie down on the rooftop and glanced up into the sky, sighing with relief when he saw the dark storm clouds already forming; the air was dry and heavy as the clouds rumbled overhead, the air too parched to bring rain. Feedback tapped the Omnitrix symbol on his chest, using it like a walkie talkie.

"Lagoona? Come in Lagoona!" said Feedback, waiting for a response. After a few minutes, he got one.

"Lagoona here. What'd ya need, mate?" the sea monster's voice came from the other end, joined by the occasional roar and scream of fury.

"I need you to blast some water into the storm passing overhead," Feedback ordered. "Frankie needs a reboot."

"Voltage," Lagoona cursed. "Did it happen again?"

"Unfortunately, we couldn't save her in time." Feedback sighed.

"I hear ya loud and clear, mate. Over and out!" Lagoona sighed off, the connection ending with a sickening slicing sound and the scream of an unfortunate mutant dying. Draculaura moaned and held her stomach, dropping to her knees as her imagination got the best of her and started to fill in the blank spots in her mind after hearing the horrid sound.

* * *

Lagoona grunted and raised her hand, focusing her mind and smirking when a jet of super heated water erupted out of her special gauntlets, smacking the mutant Vulpimancer in the face and throwing it against a gnarled tree with a sickening _thwack!_; the mutant stayed down. Lagoona smiled as she quickly jogged back to the river and dove in, barely avoiding the attack of an altered Lepidopterran as she sank beneath the surface and felt water rushing into her tanks.

Based off of Water Hazard's suit and abilities, Ghoulia had fashioned a set of pressurized gauntlets that were hooked to a large, yet nearly weightless, tank of water strapped to their back. The tank would be filled with water and then pressurized, fired out of the gauntlets palms at super hot or cold temperatures, depending on what the wearer wanted. Gil also sported a similar weapon, though his allowed him to drain water from his helmet if necessary. Her tank full, Lagoona swam back to the shore and climbed up the bank, blasting a jet of freezing water at a small group of Lepidopterrans and soaking their wings, making them flightless; they were quickly decapitated from a blast of Iris's eye.

The Cyclops brandished another one of Ghoulia's inventions, though Ben had a hand in it too. Designed to mimic Eye Guy's eye blasts, the single sunglass-like item could be worn around the head and over the eye, allowing a total of three options for the wearer to choose from; ice, laser, or fire. The weapon would respond to whatever setting its wearer chose and tap into the chemicals created by the brain when the wearer felt an adrenaline rush, morphing them into the desired option and then firing it out of the lens. Though she was normally more of a background person, Lagoona could not deny that Iris was having the time of her life, blasting Arachnichimps, Lepidopterrans, and even an unlucky Vaxasaurian with glee.

Lagoona gave another blast at an advancing Aerophibian, freezing its membranes to the point where they cracked and fell apart like delicate glass; the mutant was quickly taken down by a swift punch to the face by Sirena as she phased up from the ground and smacked an attacking Arachnichimp with her tail in a fluid motion. Now free, the sea monster aimed her gauntlets towards the sky, firing off twin jets of freezing water into the atmosphere and draining her tank to the bottom.

Nothing seemed to happen, but Lagoona wasn't about to start doubting Ben anytime soon. After what seemed an eternity of waiting and making a mad dash back to the safety of the river, the air began to become hotter as thunder rolled across the black clouds above, playing a thumping drum beat as lightning flashed in the distance, ever approaching as the storm's song played on.

* * *

"C'mon, c'mon," Feedback silently chanted to himself as the lightning strikes got closer and closer. The warehouse they stood on was in the middle of a large clearing next to a large stream that wrapped around its backside; if lightning was going to strike anywhere, it was going to strike the lightning rod bolted to the side of the building. The Conductoid quickly attached his tail and antennae to the rod for maximum power as the lightning got closer and closer, sizzling the air as it danced across the sky to its thunderous beat.

The Conductoid's senses suddenly went haywire, signaling a rapidly approaching amount of electricity that was off the scales. "Get back!" he yelled to the ghouls as he plugged in his fingers to Frankie's bolts. The ghouls backed up a distance just as a massive charge of lightning shot down from the sky and struck the metal rod, the electricity channeling its way through Feedback's body like a conductor of sorts and into Frankie! Feedback gritted his teeth as he forced himself to remember all the times he had been with Frankie; it didn't matter how much electricity was used (though it did help), for one had to use the loving memories they had gathered with their loved one in order to restore them.

Memories started to pour from Feedback's head into the massive amount of energy cursing through his body; when he had first met her and had been invited in for breakfast; the look on her face when Frankenstrike had returned to Monster High; the single moment between him and her at the Halloween Dance when nothing but them had existed as they danced across the floor to the music. All of this went into Frankie as Feedback cried out in pain, the lightning strike finally ending and the last of the electricity ebbing into Frankie's body. The alien was breathing heavily now, never having channeled that much energy into one blast; even the time he defeated Malware seemed small compared to this. He pushed the pain aside and knelt down to Frankie and put an ear to her chest, nearly passing out with relief when he heard her heart beat slightly.

"She's alive," he breathed with relief. The ghouls cheered as Feedback picked Frankie up in his arms and carried her bridal style.

"Gather the others," he instructed. "It's time to blow this pop stand." The ghouls nodded and ran back across the roof, exiting via the ladder and back into the warehouse, the sounds of battle calling up briefly when the trapdoor opened. Feedback sighed and looked down at Frankie, nearly dropping her when he saw her eyes twitched slowly flutter open.

"Ben?" she moaned in barely a whisper.

"Frankie! Oh, thank goodness you're back!" the Conductoid cried happily. Frankie smiled weakly before succumbing to exhaustion. Feedback let her sleep as he carried her across the rooftop to go down the ladder. If they could just get everyone out safely, everything would be alright.

Unfortunately, the universe had other ideas.

"This is the New Salem Police Department!" a loud voice through a megaphone yelled from below. "Come out with your hands, paws, claws, tentacles, and vise versa up!" Feedback looked down to see more than two dozen police cars parked haphazardly in the warehouse's barren parking lot, a couple SWAT team trucks lining the back with almost a hundred police officers between them all. Feedback cursed under his breath and jumped down from the roof, landing in front of the cars and freezing when he heard almost a dozen guns click, the officers training their weapons on him and Frankie.

"What seems to be the problem officers?" Feedback asked in as calm as a voice as possible.

"Tennyson," the chief holding the megaphone frowned. "I thought we'd find you here, especially after you and your punk friends beat up one of my deputies."

"What'd you expect? Guy was a being a jerk," Feedback frowned.

"Enough with the jokes, kid. Let the New Salem Police Department handle this, and you just might escape with nothing more than a trespassing ticket." the chief smiled with his brow furrowing. After that sentence escaped his lips, many of his officers glanced nervously between him and Feedback, knowing that he was treading on ice so thin, it might as well have been cold paper.

"Excuse me? Are you telling me how to do my job?" Feedback growled, raising his antennae above his head and letting the electricity build up on its ends. "How many times have you ever fought Zs'Skayr? How many times have you fought Vilgax? How many times have you saved the universe?" he snapped, listing off his many accomplishments.

"That's all very good and all, but I'm afraid you have no jurisdiction here, Mr. Tennyson." the chief said through his megaphone.

"And that's another thing," Feedback frowned as he shifted Frankie over to one arm and holding his hand, sparks dancing among his finger tips. "I don't think I mentioned my latest feat: kicking your sorry asses." he hissed before letting his control over the electricity building inside his body go. The blast of electricity caught several officers off guards, frying them before they fell to the ground unconscious. The electricity did its work, blasting through several squad cars and blasting them to bits in fiery explosions that took out more officers. When the attack was done and over, Feedback punched the Omnitrix symbol on his chest, relishing in the feared expressions on the officer's faces as he was briefly changed back into his human self and was injected with alien DNA.

His skin went from being soft and warm to hot and hard as concrete. Rocky bumps formed on his wrists and shins. His shoulders became broad and massive, so large that he had no neck at all; his face face was stuck right in the middle. His mouth became wider and almost forever stuck in a toothy grin. His fingers swelled in size, and Ben could feel a slight tingling sensation at the tips. He felt a strange feeling as his guts all move upward into his chest as a swirling, hot magma center filled their space. His toes melted into one smooth, rounded foot. A pair of black shorts with green stripes appeared on him as the Omnitrix suddenly appeared on his forehead, completing the transformation.

"You don't seem to understand the _gravity _of the situation, moron." the Galilean quipped before shifting Frankie to his shoulder. He then raised his hands and watched as glowing green disks of pure energy appeared at his fingertips, concentrating his mind on what he wanted it to do. Officers yelled in surprise when they suddenly found themselves and squad cars levitating above the ground. With a jerk of his hand, the cars and officers moved left. Another jerk and they moved right, their gravity bending to his will, obeying its master.

"I demand that you put us down!" the chief with the megaphone demanded.

"If you insist." Gravattack smiled. He turned off one of his hands from the gravity, causing everything within his grasp to drop slightly as he lowered Frankie to the ground. He then returned his hand back to its original position and swung both of his arms around his head, eventually wrapping them around his chest as he pulled his legs up and formed into a perfect sphere floating above the ground. With the gravity increased, the officers and cars suddenly began to spin around Gravattack's orbit, officers crashing into each other and getting hit with their own weapons as the Galilean mercilessly swung them around and around, building up speed. Once they were at maximum velocity, Gravattack released his hold on them, swinging off towards the horizon just as the Omnitrix timed out.

"I'll get you Tennyson! I'll get you!" the chief cried out as he flew away.

Ben rolled his eyes and went to pick Frankie's body up in his arms, jogging around the side of the warehouse towards the river front and meeting the team there, just as Gigi and Whisp finished turning a pack of Vulpimancers into a flock of harmless sparrows. "Everyone okay?" Ben asked. One by one, the team called up, signaling they were all there and safe.

"What now?" Gil asked.

"We regroup and make our exit," Ben said gravely. "And we never leave a man behind; Gil, take Frankie. I've got some business to attend to." Ben added, handing over Frankie to Gil before he stalked back towards the warehouse.

"What was that about?" Gil asked his girlfriend as he slung Frankie over his shoulder.

Lagoona shrugged. "No idea, mate."

* * *

The battle seemed lost; the Monster High students were slowly being pushed back by Zs'Skayr's forces, most of them bloodied and carrying at least several wounds. Manny was a seemingly unstoppable force, only being taken down by a pair of Vaxasaurians after he managed to destroy several swarms of Aerophibians and Lepidopterrans. Twyla continued her snipping, snagging unfortunate mutants into the shadows where she would nearly drain them of their life force before spitting them back; despite being the daughter of the Booegy Man, Twyla had no intention of turning into a killer.

Clawdeen howled in agony as an Archnichimp's sabered teeth sunk into her leg. The alien primate was now more muscular then before and had saber teeth hanging from its jaws like a pair of daggers. Spikes popped out at random places on its many arms and back, patches of fur missing and exposing sickly looking black skin. The tail still released web fluid, but it was now tipped with sharp spikes that most likely contained a poison of some kind. With a savage growl, Clawdeen tore the mutant away from her ignoring the pain that shot through her leg as the saber teeth ripped through it with ease.

Skelita jerked her head to the side, just barely dodging the massive Tetramand fist that sailed by her harmlessly. Faster than the mutant could react, she jabbed her bladed staff into its armpit and severed the limb with a twist of her weapon. The mutant howled and stumbled back, just before being bashed on the head by Skelita. With a yell, she tossed her weapon to Clawd, who caught with his hand and jammed it into the gut of a Vaxasaurian, stunning the giant lizard just as it suddenly burst into flame and perished, the stench of charred flesh filling the air; Clawd turned to see Hoodude dancing around wildly as Heath attempted to put out the flames that littered his jacket.

Slow Mo tore through Zs'Skayr's forces with ease, thanks to the special exo-suit designed by his ghoulfriend; it was designed to mimic Four Arms massive strength and jumping capabilities, the mechanical legs loaded with springs and the four massive arms that followed the zombie's every movement attached firmly to his impenetrable armor. It was only when a Vaxasaurian tore off the arms on his right side did he falter, the exo-suit malfunctioning like crazy. And it would have ended there had a gray and black blur suddenly blew by him, yanking him free of the weapon just as the alien's fists came crashing down and crushed the suit to bits.

Ghoulia was having the time of her life, watching as her many inventions based off of Ben's aliens do their work. She herself was wearing a special suit that made her far faster than she had been. Modeled after XLR8, the suit had wheels attached to the bottoms of its boots and was so smooth and aerodynamic that it seemed to slice through the air like a giant knife. A tail-like structure painted with red, white, and black stripes (for Ghoulia was also fashionable) hung out from the back of the suit, providing balance and a quick turning mechanism when necessary. Ghoulia deposited her boyfriend near the entrance of the warehouse before dashing off to rescue more students and start to herd the army together for a retreat as Ben had ordered.

As if on cue, Ben appeared in the doorway, a look of determination on his face as he accessed the Omnitrix and slapped the activation button, letting the watch work its magic. His skin became cold to the touch, the metal plating raced to cover his arms and transform his fingers into metallic fingers. He felt all of his organs simply vanish, as if they had never been there before. For a split second, Ben thought he was going to die, until he felt something else take their place. Things that were rounded and notched around the ends as they began to steadily turn against each other, making a steady ticking sound. The metal plating soon covered his whole body as he felt his face become more square like. A thick protrusion sprouted from his head as the Omnitrix symbol appeared on a glass window that showed his insides turning against each other.

"Clockwork!" the Chronosapein roared before charging into the fray, blasting an Aerophibian in the face and aging it to dust with a time ray. He barreled into a pack of twisted Vulpimancers, sending them crashing into a stack of crates as he rushed through the battle towards the location he seek. After what seemed like hours of walking and fighting and never getting anywhere, Clockwork raised his hands and commanded the windup key-like protrusion on his head to spin backwards, a green wave washing over everything and slowing it down. To anyone watching, Clockwork would have been moving at high speed, easily by stepping attacks from Tetramands and Arachnichimps as he finally made his way over to the spot he was looking for.

Clockwork then released his hold on the time stream, everything returning to its normal pace, as he bent over and gently picked up the two halves of Robecca in his hands, holding them close to his chest as he turned to leave. A low, chuckle came from his right, and he turned too late to see Zs'Skayr at the control for the weapon as the roof began to slide open.

"You may have made things difficult for me, Tennyson," the Ectonurite chuckled darkly. "But even you can't stop me now!" he cried as the weapon whined and fired up.

"Noooo!" Clockwork cried out just as the weapon fired, a blast of purplish energy firing from the pointed end into the atmosphere. The world suddenly seemed to hold still as everything shook and rumbled a loud roar filling the air as perfect circle in the clouds was blasted away to reveal endless black. A fiery red ringed the open vortex as a high wind picked up, everyone trying to hold onto something as thing started to get sucked into the abyss; boxes, laves, trees, branches, unlucky mutants, all was sucked into the vortex as Zs'Skayr cackled. Clockwork quickly raised a hand and blasted the weapon with a time ray, watching it rust slightly and age. Zs'Skayr merely cackled even louder at the futile attack.

That was when Clockwork saw something move in the black abyss.

It was very small, but Clockwork could confirm that it wasn't debris that got sucked into the blackness; something seemed to be come _out _of it, pushing against the howling winds with all its might as the sky started to blacken, the horizon turn a darkish violet. The figure was black and gray in color had a rotund body with thick arms and legs attached to it. Round spikes that looked like pistons sprouted haphazardly from its back, and it had a glowing red grill for a mouth. Clockwork quickly gasped when the recognized the figure.

"Maltruant!"

The rogue Chronosapien ignored or either didn't hear him as he finally pried himself loose of the Back of Beyond, popping back into reality just as the swirling black vortex closed with a thunderous _BANG!_ that seemed to shake the entire world. The evil Chronosapein dropped down to the roof and breathed heavily before looking around a bit, his eyes eventually settling on his good counterpart.

"_Tennyson." _he growled in a thick German accent. Clockwork barely reacted int time as Maltruant fired a red time beam from his chest aimed directly at Clockwork, the Chronosapein only managing to fire his own green time beam in time to keep the ray from hitting him. Clockwork felt his mind racing, contemplating all the possibilities of what would happen should this carry out any longer; unfortunately, he didn't have time to finish considering his options. The energy building up betweent he two was staggering and looked like would explode any second now.

"Everyone, get behind me!" Clockwork roared as a loud whining filled the air. He was quickly joined by Spectra, who's right arm hung limply at her side, and Gil, still carrying Frankie over his shoulder. Jinafire, Abbey, and Heath arrived miliseconds after that, Jane, Venus, and Draculaura dropping down from the ceiling to land next to him.

"Come on!" Nefera cried, grabbing hold of Cleo and Hoodude's wrists and pulling them towards Clockwork as the energy build up got worse, her hair flying wildly around her head as the wind picked up once more. They just barely made it to Clockwork when a wild Lepidopterran came out of nowhere, blown helter skelter by the hurricane forces, and smacked right in Cleo, yanking her free of her sister's grip.

"Cleo!" Nefera cried out as her sister was blown away.

"Clawd!" Draculaura screamed feebly.

"Lagoona!" yelled Gil when he caught sight of his girlfriend stumbling towards them.

"AAAAAAAAAAAAAAAGGGGGGGGGGGGGGGGGHHHHHHHHHHHHHHH!" Clockwork roared in agony as the energy build up finally gave in, exploding in a massive red and green ball; the Chronosapein barely had time to construct a shimmering, green time shield of sorts as the blast washed over them, seemingly wiping out everything within a hundred mile radius as the screams of mutants and students echoed through the air. But what Clockwork heard out of everything, the one thing he singled out over the roar of the explosion that seemed to rock the very universe, was Zs'Skayr's dark, soulless, laugh.

And then everything was engulfed in a bright light.

* * *

Clockwork slowly cracked open his eyes, afraid that if he opened them all they way they would be incinerated. He finally got the courage to open them fully, and found himself looking upon a desolate looking landscape with Robecca's remains still clutched tightly in his hands. He glanced behind him to see the few friends that had managed to get to him in the time. The others . . . .

The Chronosapein shook his head; he would have to figure that out later. Right now, he had to figure out where in the name of Ra they were. "Everyone okay?" he asked, just as the Omnitrix timed out and returned him to his human form, causing him to unexpectedly drop the two halves of Robecca to the ground.

"We're fine, Ben," Venus coughed. "As for the rest of the world . . . ." she trailed off when her eyes caught sight of their surroundings. The landscape was a wasteland, devoid of most forms of life. Large rock piles dotted the purple colored land, gnarled, old trees that seemed to be barely clinging to life being barely visible in the distance. The sky was an unnatural gray, dark clouds blocking out any form of sunlight and thus pitching the world into near blackness; what looked like snow started to fall from the sky, quickly piling up wherever it felt undisturbed.

Jinafire found some twigs and lit them with her hot breath, handing one to each monster present. She kept the last one for herself, deciding not to give Ben one as he stared at the landscape with pursed lips. She walked up to him and put a hand on his shoulder and looked at him with concern, her tail swishing frantically behind her and kicking up flecks of the strange snow.

"Ben? Do you know where we have landed?" she asked quietly.

After a while, Ben slowly nodded. "December 24th, 2054; Planet Earth."

Jinafire blinked. "So you're saying-

"Yes. We've been hurled fifty years into the future. A future ruled by Zs'Skayr," Ben sighed as he sat down to gaze at the hopeless landscape and not caring if he got his pants wet. Jianfire sat down next to him on her knees as the rest of the gang joined them to look upon the bleak world.

"Merry Christmas," Ben frowned.

**Dark ending! And how's that for an unexpected twist in things? Hah!**

**I was originally going to post this closer to Christmas, but I thought I might as well post it now. Down want to keep you guys waiting! On a sad note, there will be no more updates for the month of December; the next chapter will however, be posted on New Years, before the clock strikes 12 (as my computer always goes out before nine. Curse you parental locks!).**

**Now then, I know this might be asking a lot, but I would really appreciate it if those who have Devianart accounts or are an awesome artists create pieces of work for this story or just because. I probably sound pathetic, but I am not the worlds best artist.**

**That aside, comment, review, suggest, request, and etc. below or PM me!**

**Now if you'll all excuse me, I have a driving test that I have to attend that I will probably fail at.**

**Feliz Navidad!**


	19. Welcome to the New Age

**Wow, I am horrible at keeping promises. I promised myself I wouldn't post this until New Years, and yet here it is. I guess I couldn't resist entertaining you guys for the holidays! Think of it as a second Christmas gift from me to all you wonderful people.**

**As always, there are people to thank for my success, so I might as well start now.**

**As usual, _Sallem Cortez 004 _is keeping me afloat with their many ideas, tweaks, and suggestions, and I honestly don't know what I would have done without them. Honestly, this story would have sunk a long time ago had _Sallem _not PMed me one day and given me the low down. Give them a round of applause!**

**Secondly, I must thank _DJ Rodriguez _for always guiding me through the darkest of times like a bright lantern. Without him by my side, constantly PMing me new and tweaked ideas for this story, it too would have ended and been taken down a long time ago. Praise him!**

**Anyways, I really hope some of you took my request from last chapter! I'd love to see some fanart or something for this story, as I am a horrible artist (I can draw the most realistic animals you can imagine, and yet I can't draw a semi-simple cartoon character. Funny, huh?).**

**As always, review and comment below and send me your requests, suggestions, and ideas by PM! Now, on with the continuing saga of _We're All Monsters_.**

Four Arms grunted as he shifted the weight of Robecca's upper torso on his shoulder. While not necessarily heavy, having one of Robecca's fingers in one place for too long would make even his tough skin start to get sore. To his left walked Jinafire, providing a light source with her torch as they and the gang walked along through the nearly frozen, apocalyptic wasteland. To the Tetramand's right, Spectra floated along, her eyes drifting back and forth between Four Arms and the bleak landscape.

The group had been walking for hours after the sun went down. At least, they thought the sun went down. It was nearly impossible to tell whether it was day time or not, with the heavy layer of clouds that rolled overhead, blocking out any chance of sunlight even peeking through. Without words, the group continued on through the cold as Gil quickened his pace to walk beside Four Arms hulking form. Before Gil could say anything, Four Arms gently took Frankie's sleeping form from the monsters hands and gently slung her over his shoulder in silence, not even bothering to glance at Gil as they walked.

Four Arms's mind was a hurricane. Robecca was dead, and Frankie was barely clinging to life after just be reanimated. Somehow through all this, the Tetramand managed to keep his cool, though he didn't know how much longer it would last. Sometimes, the life he now lived was simply awesome, getting granted super powers thanks to an alien device that made him world famous. Unfortunately, it also came with a downside; he carried two of those reasons on his back right now. The first one death; he easily remembered when the Forever Knights had slain Pierce in cold blood. That could have been prevented had he been there, or not even found the Omnitrix. The second reason was injury. The memory of when he was 10 came back to him, when Grandpa Max had been severely injured by Rojo when he was too scared to hit a girl.

Frankie's life nearly ended permanently because him. No matter what he did, it was no use; those closest to him always suffered the most, even if they had powers of their own. Four Arms sighed and stopped walking, finally taking a chance to glance at his surroundings. He noticed that they had been walking through a shallow canyon of sorts, cold rocks forming inescapable walls on either side of them. He turned his head and saw a cave in one of the rock walls, deep enough to shelter all of them from the freezing temperatures. "We'll stop there for the night," he grunted, pointing with a free finger towards the cave. The others, Spectra, Jinafire, Gil, Heath, Hoodude, Nefera, Draculaura, Jane, Venus, and Abbey, silently followed him into the cave, the cold cavern lighting up with a green flash of light as the Omnitrix timed out and reverted Ben back to his human form.

As gently as he could, he dropped Frankie to the ground and set Robecca's halves down next to her as everyone else tossed their torches into a pile to create a campfire, Heath blasting the pile with his fingers to keep it going as they all sat around it. Ben fiddled with the Omnitrix for a second before pressing the activation button and letting the green light wash over him. His skin turned a dark green, patches of it turning bright green as it became soft and stretchable. The feeling of bones vanished all together to instead be replaced by some sort of woody structure that acted as a skeleton. His legs began to twitch violently until they each split in two, becoming long tendrils that would let him skitter and stalk amongst the ground. Two fleshy mounds appeared on either side of Ben's head, pulsing and swelling until they became Venus Flytrap-like flaps with pointed teeth at the ends. His arms became long and rubbery, long fingers forming on each end with fleshy thorns appearing on his elbows, knees, shoulders, and chest. His head retained a similar shape as his eyes molded together into one. A row of spikes formed on his head as a green belt with the Omnitrix on it appeared on his waist, completing the transformation.

"Hope you like salad," the Floruana sighed as he reached for the tubers on his back and yanked off a couple dozen in his hands; it didn't hurt like he thought, and it didn't continue hurting as he pulled off a few more before the Omnitrix timed out. The others looked at him oddly, glancing at their food before shrugging and biting into it, Venus being one of the more cautious ones. Heath and Jinafire roasted their own bulbs over the fire while Nefera quietly picked at hers. Indeed, the atmosphere in the cave was devoid of any cheerfulness, and it seemed it would stay that way for a while.

Everyone then lay down for a night's rest, having nothing else to do in the frozen wasteland that lay in the future. Ben gently pulled Frankie's body over to the fire so she wouldn't freeze during the night as Venus, Jane, Draculaura, Jinafire, Heath, Gil, and Nefera lay down by the fire for warmth; Abbey opted to sleep farthest away from the flame as Hoodude lay back against a rock to snooze. Ben lay down a little ways from Frankie's body, Spectra deciding to sleep with him and curling up next to him to sleep.

"Ben? Is everything okay?" Spectra asked quietly. "I mean, I know we got blasted into the future and all, and Robecca's dead and all, but . . . ." she let the sentence hang as Ben continued to stare up at the ceiling. After a few moments, Ben sighed and answered.

"I just don't anymore, Spectra. I don't if I can do this anymore," he sighed. "I don't think I can stand to see anyone else I love get hurt. It just seems that no matter what I do, the people closest to me get hurt. Look what happened to Robecca and Frankie." he added as he sat up and unzipped his white sweatshirt. He then quietly lay it down on Frankie's body before lying back down. "Sooner or later, I won't be able to do anything to save them. They'll be gone forever."

Spectra bit her lip and glanced at her boyfriend. Indeed, his life had been one heck of a roller coaster ride ever since he found the Omnitrix and put it on. It seemed that those that hated him, couldn't help but bring innocent people into the ongoing battle, just to see Ben get hurt. And no matter how many times it happened, no matter what Ben did, it always seemed to happen again. It seemed the hero was doomed to live a life of forever horror and despair as long as the alien device remained stuck on his wrist, which also happened to be forever.

"Ben, I honestly don't know what to say," Spectra sighed. "Just know that we'll all always be there for you."

"Like that makes me feel any better."

Spectra rolled her eyes. "Just try and get some sleep, okay? We've got a long journey of going somewhere tomorrow." she said with a small smile, pecking Ben on the cheek before rolling over and sinking into sleep.

It would be many long hours before Ben could even close his eyes.

* * *

Ben yawned and cracked open his eyes to stare up at the rocky ceiling of the cave. Nothing seemed to have changed during the night. At least, until Ben tried to get up. As soon as he tried to move, he felt weight on almost every part of his body, and he desperately craned his neck to see what it was. The sight that met his eyes was a seemingly odd, yet touching image.

Quietly dozing all around him were the ghouls; Spectra using Ben's left arm as a pillow as Nefera rested her head on his right shoulder with an arm curled protectively across his chest. Venus was quietly sleeping with her head against Ben's chest, her fingers intertwined with his as they wrapped around Nefera's body. Jinafire was curled up at Ben's feet, her tail wrapped around her head to keep warm as the fire had died during the night. Jane was down by Ben's legs, her head resting on his ankle as she stirred in her sleep and rolled over. What surprised Ben the most however, was that Draculaura was just opposite of Venus, lying on his chest and tightly clutching his strong hand in her delicate fingers. Ben stiffened at the sight, his quick breath waking up the vampire. Her lavender eyes fluttered open and she yawned, looking at her surroundings before realizing where she was and what she was doing.

Her eyes traced over Ben and she quickly yanked her fingers away from his with a small, embarrassed squeak. The sound caused most of the other ghouls to stir in their sleep and eventually wake up, rising from their slumber and not noticing Draculaura as she scampered a short distance away from Ben.

"Morning, ghouls. Sleep well?" he asked with a small smile as most of the ghouls cheeks turned red.

"Yes. Who knew you made such a good a bed?" Nefera joked when she had managed to flush the red away from her face as Ben and the ghouls all laughed, their laughter echoing around the cave and waking the others. Abbey yawned and stretched, cursing in Russian under her breath about not being a morning person; at least she had managed to stay away from Ben. The boys stayed asleep a little while longer before they finally gave in and woke up, their morning breathing smelling absolutely horrible. Ben ignored the smell and crept over to Frankie, rolling her over onto her back and pressing an ear to her chest, thanking the heavens when he heard a steady thump.

As Jinafire gathered the remains of the fire from last night to make more torches for the next leg of their journey, Ben accessed the Omnitrix and cycled through his aliens, Skurd still soundly snoring on his wrist as Ben quietly slapped the activation button. The green light engulfed, working its magic as the Omnitrix began to change his DNA. His skin suddenly exploded into patterns of the prime colors, red, blue, and yellow, racing and dancing over his body until it looked like a paint truck had exploded on him. He looked down at his feet to find them completely vanishing into box-shaped toes, rings of cubes and squares racing up his legs with the sound of a thousand clattering LEGO bricks. The rings ran up his body, becoming wider as they reached his chest and arms, his fingers melting together to form three digits on each hand. The blocks raced up his back and neck to envelope his face, making his face cubular and boxy as the Omnitrix appeared on his chest, completing the transformation.

With a grunt, Bloxx focused his mind and grew a sort of open pouch on his back, big enough for two ghouls to sit in. He then reached with both of his arms and gently picked up Frankie in one and Robecca's pieces in the other before depositing both of them into the pouch, Frankie's head resting against the brim for support. The Segmentasapien then lumbered off without another word, the guys and ghouls following close behind him in silence.

They left the cave and traveled for hours across the somewhat barren and bleak landscape, coming equally bleak and barren scenes they passed by; the wreckage of burnt down house, a group of lone, unmarked graves only noticeable by the vague body shaped piles in the snow, a scared and shivering family of skeletons taking shelter under a cliff face; Bloxx tried to approach them and try and give them some food from Wildvine's back, but the family remained wary of the travelers and backed up against the cliff side, holding each other tightly and quaking in fear, their bones making loud clattering sounds when they rattled against each other. Bloxx decided to move on and leave them alone.

After another mile or so of walking, Bloxx glanced back at the group, noticing that most of them still looked as if they could go for a few more hours or so. Draculaura however, was lagging behind the group, dragging her feet in the snow and sweating furiously. This did not surprise Ben, as Gym was not Draculaura's best subject. With a sigh, Bloxx backtracked until he was walking next to the vampire, and offered her his hand. Draculaura took it and let Bloxx lift her up onto his shoulders, resting her head on her arms as they sat on Bloxx's own head. They continued to walk on in near total silence, the only sound being the cold wind, before Bloxx finally spoke up.

"So, uh, about this morning . . . . anything on your mind?" he asked, breaking the silence. It was a few minutes before Draculaura answered.

"I miss Clawd," she admitted sadly.

"What's so wrong with that? I miss Skelita, Lagoona, Ghoulia, everyone we left behind in the past." Bloxx grunted. "That doesn't quite explain this morning."

Draculaura sighed. "You just remind me of him. A lot. I guess I missed him so much, I cuddled up to you in my sleep, dreaming I was back with him." she said, tears appearing in her eyes as she thought about her boyfriend. Bloxx looked skyward at her, feeling his heart break watching her cry; if she wasn't already with Clawd, he would taken the cute vampire in a heartbeat. But he respected her and Clawd's relationship, as he wasn't a cheater by nature. His thoughts were soon interrupted by a dull sound off in the distance. Glancing off into the horizon, the Segmentasapien could just make out a fiery explosion coming from the top of a large cliff overlooking the landscape.

"Anyone else see that?" he asked, turning to his comrades. They quickly all confirmed that they saw it too, and the decision was quickly made to go find out what it was. Anything that big meant there had to be people somewhere. And where there were people, there was generally a doctor of some degree. They started off at a quicker pace, eager to get to the location before the sunset.

"How's Frankie holdin' up?" Bloxx asked Draculaura. There was a pause as Draculaura checked on her friends before reporting in.

"She's fine. Still tired though, and possible dehydrated," she answered. "And I can't imagine her bones mending without proper medical help would be fun either."

Bloxx grumbled and quickened his pace, the others having to literally run when he began to elongate his arms and use them as legs to walk forward. Now that he was using his arms instead of his tiny legs, Bloxx was covering much more distance, the others keeping pace with him from below with ease.

* * *

It was around four in the afternoon when the attack came. After a quick switch of the Omnitrix, Diamondhead was now trudging across the frozen landscape, carrying Frankie over one shoulder, Draculaura on the other, and Robecca's pieces in the others. The tension between Diamondhead and the others was strained a little bit, ever since Heath had asked why the Petrosapien insisted on carrying Robecca's halves with him when it clearly slowed them down; Diamondhead's answer was a weight made of diamond that was chained around Heath's ankle, making walking a little more than difficult.

Heath then decided to remain silent after Abbey had whacked him upside the head.

It was then that Diamondhead heard a sound. He turned around to listen, only to met with silence.

"You hear anything?" he asked Draculaura, who shook her head. The Petrosapien shrugged and marched onwards until he heard it again. It sounded something like someone playing a xylophone inside of a giant bell, and he soon found out what it was when the group rounded a corner.

In front of them were a pack of creatures of varying species. However, it was nearly impossible to tell which individual creature used to be, as it was twisted beyond near recognition. As one the pack of mutants all stopped their scrounging around in the sow to glance at Diamondhead and his friends, eying each and every one of them hungrily as they edged forward.

Then they attacked,

Diamondhead only had enough time to throw Frankie, Draculaura, and Robecca's pieces out of the way before one of the creatures slammed into him and pinned him to the ground. The Petrosapien grimaced and turned his head away from the gaping jaws of the beast as it tried to bite him. After a long look at the creature, one could guess it most likely could have been a cow at one point. It was now the size of a rhino and had massive horns on either side of its head. Spikes jutted out from its back, its tail now decorated with spikes like a mace. Underneath its evil eyes, its jaws were now fanged teeth of incredible sharpness as acidic saliva dripped from them.

"Dude, when was the last time you brush your teeth!?" Diamondhead coughed, finally pushing the mutant cow off of him after some time. The beast quickly charged forward at him after a brief moment, snorting and roaring as it lowered its head and rammed the Petrosapien in the gut, shoving him across the ground and into a large rock.

"How about some help, Skurd?" Diamondhead moaned, too stunned to insult the Slimebiote that resided on his belt at the moment.

"If you insist," Skurd sighed, stretching himself over the alien and over his arms, selecting a random DNA sample from the Omnitrix and changing them into Floruana arms that grew long, vine-like whips.

"What am I supposed to do with these?" Diamondhead grumped.

"Whip it, dear boy! Whip it!" Skurd demanded. "Play rodeo with it!"

Diamondhead was about to shoot something back when the mutant bull came charging again. Furious, Diamondhead whipped his new limbs forward, each vine hooking around a horn on the beast as the Petrosapien leaped over its head and landed on the large hump on the beast's back. The crystaline alien yanked back on the reins and steered it to the right, ramming the beast into a platoon of mutants as the rest of the monsters dove into the battle.

Venus copied Skurd's plan, growing a long vine from her palm and yanking it free, whipping it on the ground in front of what seemed to be a mutant human. Except the creature now had vertical twisted jaws, spikes on his head and back, and now a large, twisted, set of arms sprouting from its back behind its original ones. The beast swiped at Venus with a large set of claws as she cracked her whip again, smacking it on the head and hitting it again on the neck, leaving a nasty bruise as the creature roared and lunged forward.

Jinafire leaped forward into the battle with an empty mind, fighting on pure instinct as she jerked her head back to avoid a swipe of Diamondhead's bull's horns as the Petrosapien rode past, whooping with excitement as he held on tight. The young dragon then ran forward and attacked another twisted human by giving a swift kick to the jaw and smacking it hard across the face with her tail. She then gave another round house kick and thrust her fingers forward and struck the beast in the collar bone, neck, and small area between the pectoral muscle and abs. The mutant suddenly cinched up and fell to the ground, unconscious. Jinafire then bowed respectively and jumped as high as she could into the air, just as Diamondhead came riding past on a second round, the young dragon landing on the cattle's back and riding it like a surf board as Diamondhead tried to control his ride.

Abbey, furious as the memories of her easy defeats came back to her, ran into the fray tackling an incredibly large creature that looked like a bear to the ground. The mutant bear now had two large hands, saber-like teeth hanging from its mouths as it bellowed and swiped a paw at her, raking the air with its gigantic claws. Abbey growled and socked the bear in one of its muzzles, causing it to stand on its hind legs and try to crush the yeti under its bulk as it came back down. Abbey jerked to the side to avoid the attack and vaulted over the bear's heads, using them as a spring board as she landed on the board back of the beast and held on tight as the bear reared up and tried to shake her. Abbey dug her nails into the tough hide of the bear, avoiding its long, reptilian-like tail as it swiped past her as she climbed up to the bear's neck. Using whatever strength she had left, Abbey wrapped her arms around the bear's neck and squeezed as tight as she could, cutting off the bear's oxygen supply and sending it into blackness as it fell to the ground. Abbey then celebrated, giving the bear a swift kick before rolling to the side to dodge Diamondhead's bull.

Not to be outdone, Gil and Heath dove into the battle, ganging up against a mutant Lepidopterran. Gil quickly used his pressurized water cannons to soak the alien insect's wings and ground it as Heath surrounded it with a ring of fire by slamming his fists into the ground. Heath grinned as he through a ball of hot coals at the mutant's face, hoping Abbey was watching. Deep down, he knew he would literally do anything for her, but he just kept on stumbling over his words whenever he was around her, always making himself look like a fool. Fortunately, Abbey still seemed to like that Heath, but he wished he could show her his true self. Then he would know whether her feelings were true or not. But now was not the time to think about relationships. Rolling to the side to dodge a barrage of slime from the Lepidopterran's eyeballs, Heath threw another ball of hot coals, aiming for the eyes and succeeding in cauterizing two of them. Gil to the opportunity to freeze the water in his tanks and blast out some into a hardened spike of ice, thrusting it forward and shush-kebabing the mutant insect on it, ending the battle as the flames died away.

"How do you steer this damn thing!?" Diamondhead yelled as he rode past them on his bull, Jinafire hanging on tight as the animal jerked and bucked, focused on riding itself of its unwanted passengers.

* * *

Twyla rubbed her temples; the past 50 years had been hectic ever since that fateful night, that night when one of her best friends had disappeared from existence. Ever since then, she and what remained of the Rebellion had been running. Always running from Zs'Skayr's forces, the Ectonurite determined to squash every last chance at a revolution of any kind. The war had been tough on the Booegy monster, having lost multiple friends over the years. And the latest attack on their base had been completely unexpected, catching them off guard and nearly annihilating them. Had she not released . . . . The Thing . . . . they would have been obliterated.

She shook the thought from her head as she walked down the steel hallway of their base towards the surveillance room. Iris had requested she come there as soon as possible, and if the Cyclops noticed something so important she had to call her, the leader, down to the surveillance room, it must have been important.

Cursing as her metal leg was bothering her again, Twyla inputted the password that let her into the room, stepping through as the door slid quietly shut behind her, locking quickly and acknowledging her presence as Iris came into view. The room the Cyclops resided in had two areas, the main room and then a small living quarters about the size of a large closet off to the left of the only door to the room. Hundreds of screens covered nearly every inch of the wall, changing views from inside to outside the base as Iris walked up to Twyla and saluted.

The war had drastically changed the Cyclops for better or worse. Having lost her boyfriend in a raid on Zs'Skayr's castle, she had become reclusive and shy, residing into the safety of the shadows and safety of her surveillance room whenever possible; Twyla remembered when she herself had been like, afraid to step out into the light. The green skinned girl hung nearly limp from two sets of spider-like legs that were attached around her head to the Opticoid sunglass that covered her single eye, allowing her to easily rise up and crouch down, run up walls and across the ceiling to deal maximum damage. The monster's skin was a pale shade of green, having not stepped outside in years as she wore a larger version of her old school outfit; Iris was one of the few members of the Rebellion who insisted on doing so, keeping the memories of their time at Monster High alive in the darkness of the Rebellion.

"You had something to show me?" Twyal asked. Iris nodded and silently gestured for her leader to follow her. The ghoul had not spoken in years ever since the death of her boyfriend, locking herself away in the surveillance room to keep her eye on everything that happened in the base. After a short walk, Iris stopped at a particularly large monitor that upset the neat rows of screens slightly, due to its size. Twyla glanced at the screen and nearly choked on her own spit at what she saw.

A group of mutants engaged in battle with a group of monsters; a yeti, a freshwater monster, a fire elemental, a plant monster, a dragon, a vampire, a mummy, a ghost, a voodoo doll, and a violet skinned girl. A mint colored girl and two lumps of bronze metal lay off to the side, guarded by the vampire and violet skinned girl as the dragon and a large silicone life form ran about on the back of a mutant bull. As if that wasn't strange enough, Twyla noticed that the alien's arms and hands were made of fleshy, plant-like material.

Her breath caught in her throat as she ordered Iris to zoom in on the image, her heart skipping a beat when she knew her eyes weren't playing tricks on her. On the creature's green belt was a small slimy, green blob sitting on a round disk. The disk had a sharp, green hourglass-like figure on a black background; the symbol of the Rebellion.

"Ben." Iris rasped, having spoken for the first time in years.

* * *

"Let me rephrase my question," Diamondhead grunted. "How do you _stop_ this damn thing!?" he screamed as the bull went for another round around the area. Spectra joined in on the mad chase moments ago, her her experssion slightly pained as she held her arm close to her body, swooping and diving around the mutant cow in an attempt to distract.

"Perhaps if you provided an anchorage of some kind," Jinafire suggested.

"Great," the Petrosapien grumbled. "Break off my back shards until you've got enough to make an anchor or something."

"But surely that will hurt you, no?" Jinafire wondered.

"Briefly. It'll grow back. Now hurry before we're all cow patties!" he yelled, jerking back on the reins and taking the bull for another spin. Jinafire did as instructed and broke off the left shard with a quick jab of her hand, noticing the slight flinch Diamondhead gave when she did it. She sucked in a deep breath and watched as the shard regrew on his back. She quickly repeated the attack with the right shard, moving to the newly regrown left shard while its twin regrew. She contoniued this until she had a sizable collection in and was handed a spare vine from Diamondhead. She quickly used what little weaving skills she had to tie the shards together into a vague anchor shape, swinging it over her head and throwing the collection of diamonds. The anchor hooked around a rock as the mutant bull ran pass, the strong vine pulling taunt and yanking the bull and its passengers back. With the bull restrained, Diamondhead quickly hogtied it and threw it on its back, leaving it to be untied or picked off by whatever scavengers roamed the future wilderness.

"C'mon," Diamondhead grunted, slinging Frankie over a shoulder and picking up Robecca's halves in his hands. "We're getting out of here while the going's good." he said, just as a loud rumbling filled the air.

"Oh, what now?" the Petrosapien cursed, just the Omnitrix timed out. Ben collasped under the combined weight of Frankie and Robecca, mentally cursing to himself as he struggled to his feet, his friends forming a protective ring around him and the fallen as he raised his hand over the Omnitrix, ready to change form at the ready.

A group of half a dozen vehicles climbed up the low hills into the small valley they were in, looking like something out of time that actually seemed to fit in with the bleak landscape. They had tank-like treads for wheels and tinted windshields that hid the drivers; the glass shields were also no doubt bullet proof. Each vehicle had a large box-like compartment stuck to its back as a large exhaust pipe poked up from the top, billowing out clouds of thick, black smoke. The vehicles traveled in a tight formation, five of the vehicles surrounding one in the center. On all the sides of the strange trucks but the middle one were a black circle with a sharp, green, hourglass-like symbol at its center; the middle vehicle carried a red cross.

The vehicles rolled to a stop about a dozen feet from Ben and his friends, almost as if they were hesitating about coming closer. After a while, a door to the passenger seats of one of the vehicles popped open, and a tall woman with pale, gray skin jumped out, slamming the door behind her and holding up her hands to show she wasn't carrying any weapons as she walked closer. As she edged forward, Ben noticed her features; her long wavy blue and gray hair, her wide, twilight colored eyes, her small gray lips; He had seen the face from somewhere, but he couldn't pin where. The woman wore a tight black, leather suit that showed off her curves, long black boots sitting on her feet and a eye patch lying across her left eye. A hand gun was clipped to her belt, several grenades strapped across her chest as she walked forward with a slight limp.

"Ben," she finally spoke in a soft, slightly depressed sounding voice. "It's been so long." she said sweetly, smiling.

Ben cocked and eyebrow and pushed past Hoodude and Jane to speak. "Do I know you from somewhere?" he asked.

The woman shrugged as she stepped into the long shadow of the strange vehicles behind her, the sun setting below the horizon. "Maybe." she simply said before suddenly vanishing into thin air within the recesses of the shadow. Ben blinked and looked around, yelping and jumping back when the strange woman appeared directly behind him in the center of their group. "Does this help you?" she asked sweetly. Ben narrowed his eyes and stuck out his tongue in a comical attempt to remember who this woman was. That was when it hit him like a herd of Pyroxivores.

"Twyla?" he asked bewildered.

The daughter of the Boogey Man smiled. "In the living shadow," she frowned. "We'll talk later. Zs'Skayr's spies are all around, and you're a wrench in his plans that could destroy his whole scheme. We need to get you and the others to safety." she instructed, reaching down and easily hefting the combined weight of Frankie and Robecca's halves with her arms. Ben blinked; there was no way Twyla could have done that fifty years ago. Without a word or argument, Ben followed Twyla back to the ring of vehicles, he and the entire team climbing into the back of the truck with the red cross on the side before the whole procession started up again.

Ben lay down on a bench within the back of the truck, watching one of the unnamed nurses there checking over Frankie's vitals while another did a quick check up on all of them, putting Spectra's arm in a cast before leaving them be. Ben hadn't realized how tired he was all of a sudden; it seemed like days, maybe even weeks or months since he last slept when he only new it was yesterday. He let exhaustion over come him, sending him into a dreamless slumber as the others decided to do the same, enjoying the long truck ride to wherever Twyla's base of operations was.

* * *

Ben woke up to sharp pain across his face. When he opened his eyes, he found Abbey standing over him, preparing to slap him a second or even third time. Ben quickly caught her hand before she could slap him and sat up with a yawn, the yeti waving a hand in front of her face.

"Breath is worse than yak's," she grumbled under her breath. Ways of any, glorious leader wants to see you."

"Twyla? If you say so . . ." Ben grunted, heaving himself off of the bed he had sleeping in. The room was incredibly bland looking, with dark, gray walls and a total of four bunk beds in the room, each one covered with drab brown sheets; Ben was lying on the bottom bunk of the one closest to the door. Not bothering to wonder how he had even gotten there, Ben climbed off his bunk and followed Abbey out of the room and into the hall, where an armed harpy and sea monster, one guard positioning themselves in front of Abbey and Ben and the other walking behind them as they walked down featureless hallways that twisted and turned without a pattern of any kind. After a few minutes of walking, passing suspicious looking doors and open rooms, they paused outside of a large set of doors. The harpy typed in a pass code of some kind into the key pad and watched as the door slid open to the right in silence. The party of four entered the room, and the door closed behind them.

The room in all honestly, was most likely a throne room of some kind, at least that was how Ben saw it. A large window that was no doubt reinforced covered the back wall, looking down on the freezing landscape below. A large throne or chair sat in front of it, about four more chairs on either side of the throne arching in a half circle, making a total of nine seats in all. Twyla sat on the biggest of the chairs, dead center as the party approached her, the other seats empty.

"Take Ms. Bominable to the Mess Hall; I am sure she wishes to catch up with her friends while Tennyson and I talk," Twyla ordered the two guards. The guards saluted and led Abbey out of the room, Ben waving good bye as she left him and Twyla alone. There was an uncomfortable silence as the door slid shut, Ben nervously glancing around the room as Twyla looked at him with a calculating look.

Deep inside, Twyla was a nervous wreck; the entire base saw her as a tough, cold leader that did what had to be done to win the war against Zs'Skayr. What those under her didn't know was that she was reaching the breaking point, having numerous nervous breakdowns in privacy when no one was watching. The pressure of leading the entire base against Zs'Skayr was nerve wracking and mind numbing, but it was nothing compared to keep The Thing under control. Now was her chance to right herself, get herself back on track, and even beat Zs'Skayr at his own game. And it all involved Ben. She opened her mouth to speak, her voice cracking slightly as she found she could say nothing. Instead, she jumped down from her throne and tackled Ben to the floor, hugging him tightly and sobbing uncontrollably.

Needless to say, Ben was surprised by how the seemingly tough and leader-like Twyla had acted, unsure of what to do except hold still as the Boogey monster hung onto him tightly. She was still shorter than him by maybe a couple inches or so, still retaining her teenage eyes and hair style over the years. Slowly, Ben reached up with a hand and rested it on Twyla's head, fully expecting her to pin him to the ground with his Omnitrix behind his back faster than he could blink when she flinched slightly. Instead, she relaxed into the gesture, letting him run his fingers through her hair and rub her back, which she found oddly soothing. After a few minutes passed, Twyla crawled off of Ben, recomposing herself as her cheeks turned pink. Ben stood up and walked over to her, putting a reassuring hand on her shoulder.

"I'm pretty sure being responsible for hundreds of lives can be nerve wracking," he smiled. Twyla nodded and hugged him.

"Thanks," she said in the slightly depressing voice that Ben had come to love. "Now, on to business." Ben nodded and leaned back, folding his arms over his chest and waiting for Twyla to explain.

"As you probably know, Zs'Skayr's in control; we keep calling him Ghostfreak to tick him off by the way," she added with a small smile as Ben smirked. "We're all that remains of the Rebellion, just a few hundred monsters against Zs'Skayr's forces. He's got everything from Corrodium aliens to Corrodium Normies and animals, but that's unimportant right now," she said, sucking in a deep breath, knowing what she was about to say could be the equivalent of jumping into a piranha tank covered in T-bone steaks and BBQ sauce. "Ben, he's got Gigi."

Ben's expression darkened as he urged Twyla to go on, remaining silent as she explained. "She was captured and returned back to her lamp a couple days ago, during a raid by Viktor's army in which they left several explosive devices; that one you saw earlier this morning was just discovered and taking out of harm's way before it could wipe us out," she said. "She's being held for questioning by Zs'Skayr, wanting to know if she knows anything about where Whisp might be."

"Why does he want Whisp so bad? He's already got Gigi." Ben asked.

"Because she's practically powerless without Whisp. Years ago, Gigi and Whisp used their magic to make it so that neither of them could function without the other; they can still grant small wishes, but nothing large scale that Zs'Skayr would want. He _needs _to find Whisp if he wants to push his plan forward. And to make matters worse, we have no idea where Whisp could be. She's simply vanished after you left." Twyla sighed with defeat, rubbing her aching temples as Ben processed this. Whisp was gone, Gigi was captured, and either was practically powerless without the other? So much for trying to fix this whole mess.

"And that's not all," Twyla admitted sadly. "My Dad's passed away. As being next in line to be the Boogey Man so to speak, it's my duty ti spread nightmare's across the earth. But I've been neglecting that what with the whole Rebellion thing," Twyla explained.

"So why not get someone else to lead?" Ben asked.

"Because it would make me look weak, and the Rebellion doesn't need a weak leader. Plus, no one else wants to do it, so I'm kind of stuck. Anyways, the power's been building up inside of me, and its getting harder and harder to contain; I nearly killed one of my lieutenants last time I lost control. Sooner or later, I'm not gonna be able to contain it much longer, and when that happens I won't be able to stop The Thing that's lurking inside of me."

"And what does this have to do with me?" Ben asked, cocking an eyebrow as Skurd squirmed awkwardly on his wrist.

"I need a host, someone else to share the burden so to speak," Twyla sighed. "I'm not ordering you to do it, but I'm asking you to help me, help the Rebllion, help the world and save it all from me. Please Ben, I'm begging you. It's all I have left." she pleaded quietly, tears forming in he eyes as unpleasant memories came back to her, seeing Dad's lifeless body, earth shattering explosions, the cries of her troops screaming in agony as they were slaughtered, the constant howling of the wind outside. She could feel it inside her, stirring, feeding off of her fear and worry, growing stronger and stronger with each passing day. Twyla then felt Ben's fingers intertwine with hers and give her a reassuring squeeze.

"Do what you have to do." Ben said quietly.

Twyla slowly nodded and pulled Ben down to her level. "Hold still and . . . . this may get a bit awkward." she said quietly. Before Ben could ask what that meant, Twyla thrust her face forward and connected her lips with his in a sweet kiss. Ben was surprised but relaxed into it, letting Twyla do what she had to do as he felt something enter his body, slithering down his throat and entering his bloodstream, filling him up with something. He felt himself become colder, more angry and aggressive than before, and possibly even evil. It felt like a vile snake was creeping down his throat, injecting acid into his body with every move it made. And yet, it felt kinda good. Just as it started, it ended and Twyla broke the kiss, slowly backing away with a deep blush on her face.

"Are you okay?" she asked quietly. Ben didn't answer right away as he was suddenly overcome with nausea and the sudden feeling that his muscles were on fire. He doubled over and held his stomach as his eyes twitched violently, his body shaking as Skurd began to quickly slide himself over every possible and available inch of Ben, sliding back to the Omnitirx and tampering with it for a few seconds. The sudden attack on his body stopped as the Omnitrix glowed a suspicious green in color and blinked.

"_**Varjoain DNA unlocked. Activate Transformation Function?"**_ the Omnitrix asked, rapidly blinking green as Ben stared at it.

"Um, no." Ben said, and the green light died. Twyla breathed a sigh if relief as Ben smiled at her and put a reassuring hand on her shoulder. Twyla's blush only deepened at the touch; normally she would have escaped into the shadows to find a nice, dusty corner to think about things in, but she found comfort and safety in Ben's touch. "So, uh, was the kiss the only way to do it?" he asked.

Twyla shyly shook her head no. "It's just . . . . I never actually got to tell you before you disappeared . . . ." she said quietly. Before she could say more, Ben pressed his lips to her, catching Twyla off guard. However, it was nice kind of "off guard moment" that Twyla liked as she leaned into the kiss, wrapping her arms around Ben's neck as he laced his own strong arms around her thin waist, pulling her in tight. To Twyla, the kiss was a way to get rid of all her fears and tribulations, relinquishing all strife over to her new love. Ben was enjoying the kiss as well, Twyla being far different than his other ghoulfriends; her lips tasted of wisdom, forgotten joy, sweetness even if it was possible to taste those. She was shy and timid, unsure of what to be doing during the kiss, yet seeming to know exactly what she was doing.

Ben felt a slight sensation at the end of lips. After a few seconds of confusion, he realized it was the very tip of Twyla's tongue, tentatively asking for permission to enter, as if afraid Ben would bite her tongue and rip it out of her mouth if she showed even the slightest bit of control or confidence. Ben mentally smiled and opened his mouth, letting Twyla's small and shy tongue creep over his lips and teeth, exploring until her tongue met his own. Immediately, both of their organs fought a short battle, deepening their soul kiss for a few more seconds before the lovers parted ways to gasp for air. Twyla's face was as red as a tomato as she rested her head on Ben's strong chest, Ben smiling down on her and giving a final kiss to her forehead. At last, Twyla could rest in peace.

**And there it is! Ah, feels good. What exactly is Ben's new form? Will ben be able to rescue Gigi? Where are the others that were left behind? Whatever the answers, I hope all you Twyla fans are HAPPY! Don't make me sue! XD**

**I can't make any promises, but I'll see if I can't crank out another chapter before New years, just so I can actually try and keep my promise. That aside, I have two requests.**

**One, some fan art for this story. If you have a Deviantart and are a decent artist, please consider making some art for this story, especially for the cover. Seriously, I got this image from a flip-flop commercial and it's kind of embarrassing.**

**Two, if any of you have ideas on how to start the Ever After High sequel, please let me know. I'm trying to write a rough draft before I release the actual story so I can get the Ever After High feel down pat.**

**As usual, comment, review, PM, suggest, and request to me! And as I have nothing else to say, I shall be bidding you farewell.**

**Happy Holidays!**


	20. Loss and Gain

**And here is the promised New Years chapter! And before midnight as well, imagine that. And yes (I'm not sure if I mentioned this on this story or not. It's so confusing sometimes), I found my missing iPod! And now I will be able to function as a full member of Fanfiction!**

**Ah, anyways, I would like to thank _Sallem Cortez 004 _for the wonderful idea for this chapter in particular. And for those of you wanting for the special "blush and kiss" moments between Ben and your favorite Monster High characters, be patient! And no, Ben will not be dating every available girl in Monster High. Gotta leave some of the ladies for the rest of the guys!**

**And no, Frankie and Robecca will not stay dead or barely alive. I love them too much for that.**

**As always, comment and review below, and if you have more ideas for how the Ever After High sequel begins, please let me know. I got a wonderful and very lengthy review (which I simply _love_) from _Kaiju Fan _that gave me a wonderful idea to work with, but I still love hearing input from other readers.**

**And please, if you really enjoy this story, please review and tell me how much you love it. I love hearing reviews from you.**

**Onwards!**

The ghouls were currently nibbling on some rations in the Mess Hall, still getting accustomed to the steely eyed guards that didn't react to anything they did, when Twyla and Ben entered the room holding hands. Immediately, every guard in the Mess Hall leveled their guns at the pair, or more specifically, at Ben; the Omnitrix Wearer didn't even twitch as Twyla gave the signal for the guards to lower their weapons and exit the room. The guards did so without complaint, filing out of the room in neat lines before the doors slid shut behind them.

The Boogey girl and Ben walked over to the table the ghouls were sitting at, setting themselves down next to each other as the girls gave them odd looks, with the exception of Spectra who had a sly smirk on her face.

"Do I even need to say it?" Ben asked her. Spectra's smirk deepened as Twyla cleared her throat to speak.

"I assume you have questions to ask?" she said, awaiting for the many questions that she knew were to come her way.

"Yes. How is Frankie?" Draculaura asked nervously.

"Fine at the moment. Still tired and asleep, but the medics have set her bones, redone her stitching, and given her fluids last I checked. She'll be back on her feet in no time, in which case I will probably have to explain everything a second time," Twyla added with slight annoyance. "And we haven't yet figured out how to repair Robecca, but we've got our top scientist figuring it out."

"Where is everyone else from the battle? Are they here?" Jinafire inquired.

Twyla cringed at the question, but answered it anyway. "Ghoulia, Deuce, Lagoona, Skelita, Clawdeen, Clawd, Avea, Bonita, and Sirena are currently enlisted in the Rebellion. Bloodgood's become the lead general and Charmcaster works for us as a spy," she told them. "Everyone else . . . ." she trailed off. The entire table bowed their heads for the fallen members of the Rebellion out of respect for their service and sacrifice. After a few minutes of silence, they began speaking once more, Draculaura asking the most questions out of the group; mostly about Clawd of course.

"He's currently away on a mission to get us supplies," Twyla told the vampire. "I am sure he would love to see you again after 50 years of being alone. He's stayed loyal to you, always telling himself that Ben would never let anything happen to you," Twyla added with a smile, leaning into Ben's frame. "And that's why I love him." she said, pecking him on the cheek without fear or embarrassment. Before the ghouls could squeal with joy and the likes, there was a sudden loud whine as a red light filled the room, blinking on and off for a few seconds before shutting off.

"What was that?" Ben asked.

"Fire alarm," Twyla sighed, pinching her brow. "Five bucks says it's Heath."

She was quickly proven correct when Heath, Gil, and Hoodude were shoved into the Mess Hall by a large Minotaur guard who had an incredibly irked look on his face, directing the hostile glare mostly at Heath as the boys joined the ghouls at the table, all three of them sopping wet.

"What happened?" Twyla sighed.

"Heath set fire to the pool!" Hoodude blurted out.

"Dude, how did you set fire to a pool _full of water?_" Gil sighed as Heath grinned sheepishly and shrugged under Twyla's hostile glare, her single eye pulsing in its socket and looking it might pop out at any second. Before the Boogey Girl could say anything else, her ear piece crackled, signaling a transmission coming in. Twyla quickly put a finger to her ear and expression turning from relief to shock to worry and then to depression as she then slowly withdrew her finger from her ear, a grim expression on her face.

"Clawd's team has returned," she began. "Unfortunately they were ambushed at the Pass and only escaped with a portion of the supplies we need. To make matters worse," she added, glancing nervously to Gil before continuing. "Lagoona's been injured; a hidden mine got her and she's barely holding on. If she's to have any chance at surviving, she needs to get to the med bay as fast possible." Twyla didn't even need to say anything as Ben quickly turned on the Omnitrix and cycled through his aliens, coming across the one he desired, slapping the activation button and letting the green light work its magic.

His fingers hardened into sharpened blades as a long, whip-like tail sprouted from the base of his spine and stretched out a couple feet. His toes ripped out of his shoes and melted into four claws, two in front, two in back. The ball of his heel crunched forward, moving under his foot bones and becoming perfectly round and smooth, suddenly separating itself from his foot and held there by his curved toes. Ben felt his skull stretch back into a sharp point and his legs bent backwards. A pointy, black helmet with a slide down mask materialized on his head and a tight, black and green body suit appeared on himself, the Omnitrix and Skurd appearing on his chest, completing his transformation. Before anyone could stop him, XLR8 zoomed out of the Mess Hall and down the hall towards the entrance.

Except he didn't know where it was.

Never the less, the Kinceleran zipped and zoomed about the underground base at high speed, running off the walls and ceilings to avoid startled guards until he eventually found the main entrance. By running right into it.

The Kinceleran slid down the closed door and shook his sore head, rubbing it with his claws before jabbing them in between the doors and prying them apart as hard as he could, succeeding in making a space big enough for him to pass through before the doors clanked shut. XLR8 then sped across the snow covered ground, kicking up waves of white as he raced across the base. Within seconds, he came across Clawd and the rest of his team; an injured Lagoona was being carried in Clawd's arms as XLR8 whizzed in a tighter circle around them.

Clawd quickly drew a blaster from his belt, trying to aim it at XLR8 as he whirled around them.

"Stop! Don't shoot, Clawd! It's me, Ben!" he yelled rapidly. While the Kinceleran could easily dodge every laser blast Clawd might throw at him, the risk of hitting something explosive in the base was too high. Clawd cocked an eyebrow and lowered the weapon slightly as XLR8 came to a stop in front of him, holding still to show he wasn't a threat.

"Ben? Is that really you? After all these years?" Clawd asked bewildered. XLR8 quickly jerked his head up and down.

"Yep! But now's not the time, Clawd! We gotta get Lagoona into the med bay!" he cried, quickly racing under Clawd and jerking upwards so that Clawd was riding on XLR8's back with Lagoona in his arms. The Kinceleran raced back to the base and skidded to a stop in front of the door, remembering what happened when he hadn't opened it first. Clawd quickly punched in the code before the doors slid open and the Kinceleran zipped through, zooming and whizzing around like an out of control pinball. Eventually, he found his way back to the Mess Hall where the guys and ghouls were still waiting and deposited Clawd at the table before zipping out of the Mess Hall once more.

Clawd blinked and glanced around before being slammed to the floor by a force from his right. He heard a high-pitched squeal of delight as a thousand kisses peppered his face excitedly.

"Clawd!" Draculaura cried happily, holding her boyfriend close.

"Draculaura!" Clawd cried, hugging the vampire tightly.

"Twyla!" XLR8 cried, zipping in through the doors again. "Which way to the med bay?"

"Down the hall and to the left," Twyla directed. "We'll be there as soon as we can pry these two lovers loose." she added slyly. XLR8 nodded and dashed out the doors again, zipping down the hall and hanging a sharp left before running through the automatic doors to the med bay. The floor was bare white tile, the walls painted a drab, gray color. Ten hospital beds lined either wall opposite of each other, a door in the back leading to another room.

"Hello? Anyone here?" XLR8 cried out, clutching Lagoona tightly in his arms. The sea monster looked worse for wear, her body covered in ugly looking bruises and marks as her legs hung limply from her body. A large and bloody wound took up nearly half her skull, almost every strand of blonde and blue hair being burnt off. The Omnitrix timed out and changed the Kinceleran back into a human form, Lagoona still in his arms as the door in the back opened and a figure stepped out.

The figure was a girl with even paler, gray skin than Twyla and had light blue and white hair draping down her back. She wore a drab gray leather top and black, fingerless gloves on her hands and a pair of cherry, red glasses over her somewhat lazy eyes. The odd thing about her however, was that the waist down from her was missing and was replaced with a metallic band with six spider-like legs sprouting from it and clicking loudly across the tiled floor.

"Aieeeeee-yahhhhhh?" the girl moaned, taking off her glasses, cleaning them, and putting them back on as if she could quite believe what she was seeing. Before the girl could moan anything else, her eyes cast over Lagoona and she visibly winced. She silently beckoned for Ben to carry Lagoona over to one of the hospital beds and promptly and shooed him out of the med bay, gesturing for him to remain right outside the door until she was finished.

* * *

Ben jerked his head up at the feel of a soft hand on his shoulder. He yawned, not realizing he had dozed off to look up at the strange girl that seemed to act as the doctor as well. The girl gestured for her to follow her into the med bay. Ben stood up and followed her into the room, walking past a white curtain that surrounded one of the hospital beds. He could see the faint shadow of Lagoona lying there, her chest rising and falling faintly as almost a dozen hoses and tubes snaked to different parts of her body from their origin points; IVs, monitors, computers.

Ben glanced around to see another figure lying on the hospital bed across from Lagoona. He almost collapsed when he realized it was Frankie, looking much better than she had been during the past few days. Her mint green skin was darker than before, her hair now combed and straight and no longer reeking of smoke. Her legs and arms were no longer twisted at odd angles, and she seemed to be breathing easier than before. She still remained asleep, as if in a coma of sorts, but Ben knew Frankie would hang in there; he knew her and loved her enough to know she wasn't a quitter, and wasn't about to quit anytime soon. With a small smile on his face, he continued to follow the strange girl through the door and into the other room, stopping to gaze upon the interior.

It looked very similar to Hexiciah Steam's old lab, the walls painted hues of gray and bronze. Amazing inventions of every shape and size hung from claws from the ceiling amongst the bright lights that made their home there. Work benches, converter belts, tables with bubbling chemicals and wild experiments decorated the floor and walls, as a small, rust colored creature wearing a green aviator outfit bounced and scurried around the room. The animal paused and regarded the new comers before pouncing upon Ben and knocking him to the floor screaming, "BEN! BEN! BEN! BEN! BEN!" at the top of his lungs.

"Rivet?" Ben asked bewildered as he managed to pull the half breed off of him. Indeed it was the same raccoon/Jury Rigg hybrid Jane had given him fifty years ago, and the little creature looked like he hadn't aged a day.

"Eeeee-aahhhhhh! AA-aaaaieeyaaahhh!" the strange girl moaned, smiling as Ben stood up with Rivet sitting on his shoulder. Ben blinked and studied her for a moment before realizing exactly who she was. How could he have not seen it before, the constant moaning, the lazy eyes, the pale skin, the incredible brain power?

"Ghoulia!" Ben cried as the two embraced happily, Rivet scurrying over the both of them, chittering happily as he picked something from Ghoulia's pocket. The zombie took notice and slapped the animal's hand, and Rivet scurried off elsewhere into the work shop.

"So this is all yours?" Ben asked, walking down the stairs that led down to the main floor. Ghoulia nodded and walked forward on her spider legs, pointing things out she had invented to Ben. Though he didn't fully understand the Zombie lingo, Ben had quickly caught onto the language and could even speak a few sentences in Zombie if he wanted to. Sure, he couldn't understand everything Ghoulia said, but that was to be expected when one was blasted fifty years into the future.

"Not to be rude or anything Ghoulia, but what happened to your legs?" Ben asked.

"AAA-aaaaaaaiiiiiiiiieeeeeeee-ayah."

"Oh. Uh, never mind." said Ben. What Ghoulia had described to him seemed both a bit personal as well as disturbing. The pair walked past a large display case with a metal suit inside. It was roughly the size of Ghoulia and was painted gray, white, and cherry red. Looking closely, Ben recognized it as Ghoulia's Kinceleran Suit, the very one she used on the night Ben and friends disappeared, complete with artifical tail, wheels for feet, and the sharp face mask.

"Remember this?" Ben smiled, walking up to the case with Ghoulia behind him. The zombie smiled, putting a hand on the glass and staring at the suit lovingly, remembering the short amount of time she got to use it. When she wore that suit, she felt invincible, powerful, as if not a single thing alive could catch her if they tried. She felt like she could do almost anything in that suit. And then it ended like that, faster than she could process it. She had spent weeks in the med bay, treating her own injuries with Gigi and Slow Mo's help. And then Slow Mo . . . .

She pushed the thought away and focused on being in the present. Ben was looking at her funny, but shook it off when she began to show several more of her inventions, all of which were based off Ben's aliens; a set of gauntlets that mimicked Astrodactyl's energy beam and whips, a Ball Weevil Plasma Ball Launcher, Galvanic Mechamorph armor, Vaxasaurian Exo-suit, and even a set of Petrosapien swords and shields. It was quite clear that Ghoulia had missed Ben over the years, using every alien available to her in the Omnitrix to base her inventions off of. She was even working on a pair of Galilean gloves that allowed the wearer to manipulate gravity just like Gravattack.

"Need some help with those?" Ben asked her. Ghoulia eagerly jerked her head up and down, having not seen a transformation in more than half a century. Ben grinned and accessed the Omnitrix, cycling through the aliens before finding the one he needed and slapping the activation button. A green light encased him as Ben's arms swelled as his veins popped out, alien blood coursing through them as muscles piled themselves on top of each other. His legs became muscled as he stretched upward, growing taller and taller until he was a good six feet taller than Ghoulia. Fur began to sprout all over his body, turning white on his chest, gut, hands, and feet, turning orange everywhere else. A few black stripes stretched across his broad back and shoulder, a handful of whiskers sprouting on his face. His eyebrows turned black and became longer as they grew up and off his head. His jaw jutted out as his teeth became sharper. His hands became larger and muscled as a single, black claw grew out of his wrist. The final piece of the transformation was the appearance of a green and black luchador outfit and belt with the Omnitrix on it.

Lo que el- déjame decirte algo Omnitrix que mantiene en convertirme en algo equivocado! ME MANTIENES CONVIRTENDO EN ALGO EQUIVOCADO!" Rath roared in anger, Ghoulia just barely managing to stifle her laughter at the Appoplexian's frustration.

"Aaaaaaa-yaaaaahh?" she suggested.

"Déjame decirte algo Ghoulia aullidos, persona más inteligente de todos Monster High y el apocalíptico futuro Gobernado por Zs'Skayr! Rath tiene ni idea de lo que has dicho, pero a él le gusta!" Rath growled before slapping the Omnitrix on his belt and letting the green light work its magic, briefly turning him back into his human form before injecting another alien's DNA into his system, changing him at the molecular structure into something he was never meant to be, and yet could. His skin went from being soft and warm to hot and hard as concrete. Rocky bumps formed on his wrists and shins. His shoulders became broad and massive, so large that he had no neck at all; his face face was stuck right in the middle. His mouth became wider and almost forever stuck in a toothy grin. His fingers swelled in size, and Ben could feel a slight tingling sensation at the tips. He felt a strange feeling as his guts all move upward into his chest as a swirling, hot magma center filled their space. His toes melted into one smooth, rounded foot. A pair of black shorts with green stripes appeared on him as the Omnitrix suddenly appeared on his forehead, completing the transformation.

"Ah, finally! Gravattack!" the Galilean cried happily. Ghoulia politely clapped before leading him over to the lab table the gloves sat on, pulling them and a kit of tools towards her. She then gestured for Gravattack to levitate something for her, so she could study how he did. The large alien obliged by bringing up his hands and casting them over a set of Pyronite gauntlets, manipulating their gravity so that they floated in the air just over Ghoulia's head. The two of them worked like this for a few minutes, simply manipulating the gravitational field to their will until a red buzzer on the wall began to flash, lighting up the room and filling it with a loud buzzing sound.

Ghoulia began to panic, skittering away from the table and towards the door that separated the med bay from her laboratory with Gravattack right behind, dropping the gauntlets to the floor. They quickly ran up the stairs, Ghoulia slipping through the door and Gravattack manging to shove his way through when the wall itself wrapped and grew in size to accommodate him; he would have to ask Ghoulia about that later. He turned to see the curtain around Lagoona's bed yanked back, Ghoulia furiously typing away at consoles to and monitors to try and stabilize whatever was bothering the sea monster. Lagoona was now wide awake, staring straight up at the ceiling with a blank expression as Ghoulia cursed under her breath and slammed her head onto a key broad, giving up; nothing she could do was working, the monitors refusing to repair and manage Lagoona's body.

"Ben? Ghoulia?" she managed to croak. Gravattack quickly stepped into her line of view, blocking out most of the light in the bright med bay.

"I'm here, Lagoona." the Galilean said, a green light washing over him and changing him back into Ben. He visibly winced upon seeing Lagoona in the state she was in; while most of the nasty cuts and bruises had been cleaned up and taken care of, and the large wound on her head had been bandaged, the most noticeable change had been the reduction of her limbs. Ben had been sure Lagoona had four, albeit broken, limbs last he had seen her; now she was reduced to her left arm, bandaged stumps being all that remained of Lagoona's right arm and legs.

"Ah, finally good to see you again, mate," Lagoona smiled weakly. "If only it weren't under the circumstances."

"You mean you kicking the bucket?"

"If you have ta put it that way," Lagoona rolled her eyes. "I just want ta say a few things before I go," she sighed, coughing as her lungs started to fail her. "First off, tell Gil I loved him. Second, you were the best friend I ever had. Third, kick Ghostfreak's butt for me," she said with a smile.

"Finally, I kinda always had a small crush on ya, mate," she admitted, her cheeks turning pink. Ben blinked and processed that information as Lagoona continued. "I obviously still love Gil, but you managed to net my heart as well, ya bloke." she smiled as her eyelids started to drop shut. Ben took Lagoona's hand and held it tight as Ghoulia got her head up from the key board to gaze upon her friend one last time.

"Nice knowing ya, mate." were Lagoona's last words before she faded away. Ben then felt her hand go limp and lifeless in his own, becoming cold and clammy as he gently rested her hand back on her chest. Ghoulia bowed her head as Ben remained silent, pulling the bed sheet up and over Lagoona's corpse before silently and slowly walking out of the med bay to tell the others. Ben meanwhile, sat on a chair next to Lagoona's bed, not quite being able to grasp the concept that Lagoona was gone forever. Unlike Frankie or Robecca, there was no possible way for Ben to even try and bring back Lagoona. Sure, he could turn her into a Franken-creature like Frankie with some help from Ghoulia, but that seemed both a bit rude and morbid for Ben. Instead, he silently wept for the loss of his friend, for the first person to ever welcome him, his _real _self, into Monster High with open arms and without judgement.

"**_Depression detected within host. Transformation sequence activated." _**the Omnitrix beeped suddenly.

Ben jerked up his head, his eyes stained red as he gazed upon the watch that resided on his wrist, watching as the it spun and beeped, flashing bright green. "Skurd! Turn it off!" Ben yelled, but the Slimebiote was gone, seeming to have vanished completely from Ben's wrist. Ben shielded his eyes and cried out as the green light washed over him and began to do its work. And unfortunately, unlike the normal transformations, this one was painful. Extremely painful.

Ben felt every fiber of his being being ripped apart at the molecular, maybe even the quantum scale, becoming lose and separated. In a way, it was similar to being Goop, but this time it was beyond painful. He felt a darkness within him, like a vile serpent that was curling its way around his heart as the dark fibers began to condense back together into a somewhat more solid form. He watched from what seemed like a third person view as the black fibers, shadows seemed to be the more proper term, twisted and turned and molded together, forming the standard body shape for a four legged creature, complete with four muscled legs that ended in sharp, black hooves, and a tail that consisted mostly of stray hairs, much like a horse's. The sequence didn't stop there as the shadows began to form what seemed to be the head; except they didn't. Instead they morphed themselves into a muscled torso, Ben watched as four thin, yet muscled, arms formed on the torso and chest, two on either side. A small, somewhat human-shaped head formed on the end of a thin neck, elf-like ears forming on either side of it as white orbs took the place of the eyes. Dark, midnight colored hair sprouted from the scalp, tightening and condensing into long, wavy black hair tied into a ponytail. Ben then felt himself get sucked back into the lifeless body, his essence taking residence within the core as clothes began to form on the body; a dark green colored chest plate that contrasted nicely against the being's shadowy skin that swirled and whirled about with little control; arm and wrist guards with black stripes against dark green; spiked shoulder pads that framed a Roman style helmet with a bright green plume of feathers running down it. The agonizing transformation was complete when the Omnitrix appeared on the center of the chest plate, the green light fading as Ben looked over his new form.

"_**Varjoain Transformation complete." **_the Omnitrix beeped, falling silent as usual.

"Aw, man." Ben sighed in a raspy voice, just as the door to the med bay slid open.

* * *

Twyla had expected many things to happen when she opened those doors to the med bay. She expected to find Ben, weeping silently by Lagoona's bedside, Frankie possibly awake and joining him in mourning. She expected Ben to be filled with rage, to turn into an alien and begin to tear the base down board by board. She even expected Ben to do the logical thing at a time of war and act like it was almost nothing, something to take care of later.

What she did not expect however, was to find the scene before her. The hospital room was a mess, beds laying haphazardly around the room, even broken in half. Huge dents and holes decorated the walls, IVs and monitors smashed and broken to bits as papers littered the floor. Several rows of the white lights hanging overhead had been smashed or torn down, one of them squeaking as it swung back and forth from the ceiling, sparking and flickering in and out. What concerned Twyla the most however, was the amount of blood in the room; it looked like a bomb of red food coloring had exploded in the room, but the intoxicating stench of bodily fluid was unmistakable. Twyla's eyes widened as she saw Frankie's body crushed under a smashed hospital bed, her fingers still twitching even with the life already drained from her; Lagoona's body was torn in half, her head nothing more than a gooey mess of bubbling, red blood, red stained blonde locks, and blue scales; even Robecca made an appearance, her gears, tubing, and paneling scattered about the room. Twyla nearly tripped over the copper girl's head, every strand of blue and black hair messily torn out. What she did not see however, was Ben.

As the Boogey girl quietly stepped into the room, the sound of a low snarling caught her attention, coming towards the back of the room and from the right, where the light was dimmest. It sounded like some large animal rooting through something, accidentally knocking over fragile things and papers in the process as the unmistakable sound of something soft and squishy being messily torn into met Twyla's ears. Drawing her breath, Twyla grabbed her pistol and held it in her shaking hand, quietly sneaking around an overturned hospital bed and sneaking a peek to gaze upon a scene that horrified her.

There was Ben, his skin a sickly palish, green color with random purple splotches here and there. He was missing most of his dark, brown hair leaving nothing more than just a few wiry, greasy locks that stuck up haphazardly as he grunted to himself. His teeth were crooked and uneven, his eyes no longer their brilliant green and instead a sickly violet that highlighted what seemed to be insanity. He was incredibly thin, as Twyla could see the veins in his neck and feet; his arms were obscured by a evil-looking green and black straightjacket, the many locks and straps now broken and hanging free as the sleeves hung limply from his hands. His feet were twisted into beast-like claws as he snarled and growled. What horrified Twyla the most however, was the fact that he was snacking on Frankie's right arm, messily tearing off bits of flesh, chewing them, and either swallowing them or spitting them back out to go in for another bite.

The Boogey girl's breath caught in her throat at the sight of her lover reduced to this animal-like state, no longer seeming to have a mind. Before she knew what was happening, her trembling hands dropped her pistol to the floor, the weapon clattering loudly against the tile. Ben paused and spat out his most recent mouthful of flesh, tossing the Frankie's arm over his shoulder as he silently regarded Twyla, slowly climbing to his feet; Twyla noticed he seemed to stand with a hunched back, as if a heavy weight was strapped to him.

"You food?" he asked in a deep, raspy voice.

Twyla quickly shook her head no, no words coming out of her mouth as Ben's eyes narrowed and he sniffed her a bit, his expression twisting from one of confusion to anger.

"You lie!" he roared. Twyla watched with horror as Ben raised up his left arm and head butted what looked like darker, more twisted version of the Omnitrix that was strapped to his straightjacket, just where his wrist might be. A dark, purple colored light washed over him, fading away after a few seconds to reveal a hideous creature that Twyla had seen more than a few times from her past in the shadows. The creature looked incredibly similar to Wildmutt, but Twyla knew it wasn't close to the one her love would turn into. The normally coarse and orange fur was matted and greasy, colored a disgusting green color as she could see hundreds of parasites crawling around within the furry jungle. The claws were larger and uneven, as if some of them had been carelessly broken and not allowed to heal enough. The teeth were yellowed, the gums bleeding dark blood as a rotting stench wafted from the alien's jaws. Twyla could the yellow ribs of the creature, the skin around that area rotting and barely hanging on to the bare, red muscles. Parts of the leg bones could be seen on either limb of the alien, the rotting smelling hanging over the Vulpimancer like a heavy cloud.

Twyla then decided it would be a fine idea to run away when the zombie Vulpimancer rushed forward at her, colliding with a hospital bed as Twyla ran away. Her heart was pounding, her breathing quicker and more raged, her pulse racing as sweat poured down her face. She had never experienced much fear before the Rebellion, and now she could say she had experienced true terror as her lover chased after her, leaping over her and cutting off her exit from the door. The beast roared and lunged forward again, determined to tear her limb from limb without care. As far as it was concerned, Twyla was nothing more than lunch, a mere pest whose life would soon end. The Boogey girl ducked down and slid under the Vulpimancer while it was airborne, making her escape to the door and running through it, locking it behind her as the alien roared in anger. After a few minutes of near silence, the zombie Vulpimancer snarled and lumbered over to the hospital bed that was crushing Frankie's body, deciding to work on the leftovers until something else happened.

* * *

"Well that was odd," Ben noted. Seconds after the Omnitrix had changed his form, Twyla had come in and paused at the door. She had looked around with a stunned look on her face, not even turning to look at Ben in his new form hanging over Lagoona's death bed. The Boogey girl had then tip toed forward, drawing her gun as she ducked behind an empty hospital bed, as if hunting something. This rose confusion in Ben; was this how the Rebellion dealed with rats?

The confusion continued as Twyla crept out from behind the bed, gasping and trembling as she gazed upon Ben. She then dropped her gun, silently watching as Ben crept closer, concern and confusion on his shadowy face.

"Twyla?" Ben asked.

Twyla shook her head vigorously.

"Are you alright?" he asked, drawing a shocked gasp out of the Boogey as she shielded her eyes before gazing upon him, her body shaking as her eyes traced over his form. He walked closer, his hooves clopping loudly on the tiled floor, and Twyla suddenly dove to the right. Ben quickly ran forward to catch up with her, only to slip on the tiled floor and crash into a hospital bed, turning it over. He moaned and quickly got up walking faster to catch up with Twyla before going into an all out bound, leaping over Twyla to cut her off at the door. "Twyla! "C'mon, speak to me!" he cried. Twyla continued to look at him in fear as Ben trotted at her. The Rebellion leader quickly dove to the floor, sliding under Ben and making her exit, the automatic door locking behind her as her boots echoed in the hallway.

"Aw, man, what'd I do wrong!?" Ben cried to the ceiling, as if expecting an answer.

Of course, the ceiling remained silent.

With a sigh, Ben walked back to the back of the med bay, deciding to mourn with Frankie, waiting for someone to come back in. It was strange, being whatever alien he currently was. He was used to have multiple limbs, though never this many; four arms and four legs was an awful lot for an alien, having even more than Four Arms or Spidermonkey. That wasn't what bothered him though. He kept on getting this somewhat dark and evil feeling in him, similar to the first time he had turned into Ghostfreak; he had felt cold and creepy at the time, as if being an Ectonurite were unnatural (despite of course being able to turn into other aliens).

What also worried him was the disappearance of Skurd. Sure, the parasitic Slimebiote was annoying, constantly degrading him in front of the ghouls and giving out snarky comments at the times, but ben had actually become attached to the little creature; the feel of being even more powerful than before unimaginable, being able to change into an alien and then get a sort of upgrade through Skurd. Plus, the Slimebiote could always come up with the rudest of insults when Ben couldn't, which was enjoyable when one was rubbing in a villain's latest defeat. Ben had lost Skurd, and he wasn't about to lose him again.

He jerked his head up at the sound of the automatic door unlocking, the sound of worried and desperate voices reaching his ears. He glanced up just in time to see Spectra's head disappear through the ceiling with a frightened squeak; the sound of weapons clicking met his ears, and he knew he was in for a heck of a fight.

* * *

"Are you sure?" Twyla pressed further. Spectra gave a frightened nod and tightened her grip on her katana blades, a pair that Jinafire and Ben had worked together on to allow her to use them without a thought, so she wouldn't have to concentrate so hard being solid enough to hold them. Twyla was about to ask another question when she felt a hand on her shoulder, and she glanced up to see her second in command, Skelita Calaveras. The skeleton wore a tight leather suit similar to Twyla's and had chosen both a gun as well as two rows of throwing knives that were strapped across her chest as weapons.

"You are pushing her too much. She's just as concerned about Ben as you are," the skeleton told Twyla, and she had to sadly agree. It did not however, make a lick of sense; Twyla saw Ben change into a zombie version of Wildmutt inside of a trashed med bay. Spectra however, saw something completely different. Instead, she saw Ben change into Ghostfreak, the one alien that truly gave her the willies despite being similar to each other, and steal her iCoffin before proceeding to delete ever text, conversation, and photo she had. Then he promptly crushed it with his talons before rushing after Spectra; the odd thing was that Spectra still had her iCoffin with her, and was clutching it tightly with a white knuckle. Another odd thing that Spectra claimed to be true was that the room was perfectly clean and that Frankie and Lagoona were both still intact, though Lagoona unfortunately was still dead.

With a sigh, Skelita pushed past them and let herself into the room, the door sliding shut behind her. She stayed in there for exactly two agonizingly long minutes before Skelita came back out, her bones a whiter color than they had been before. When she was asked what had happened, she claimed that her family and Ben had been there, Lagoona and Frankie nowhere insight. As if things couldn't get stranger, she stated that Ben had changed into Clockwork and had mercilessly begun to age her family into fine ash and dust before her very eyes, freezing the time stream where she stood so she couldn't move and was forced to watch.

"Pft. Is load of yakwash. Abbey be brave." the yeti snorted, pushing past them all roughly before entering the room alone and weaponless. The group, Spectra, Twyla, Skelita, Clawd, Draculaura, Gil, Heath, Hoodude, Venus, Jane, Ghoulia, Nefera, and Jinafire remained outside, fearing the worst. Minutes felt like incredibly long hours to them when Abbey didn't come out after a while. Not a sound followed, and a few had begun to suspect that she was killed on the spot and was slowly being digested when the doors slid open and Abbey came strolling out, suppressed fear on her face.

"Is fine. Ben back to normal," she reassured them as she led the group inside the med bay to find it perfectly fine and free of dust, damages, or blood altogether. The smell of death however, still filled the room when the group found Ben uncomfortably standing over Lagoona's bed, his head bowed down so that they couldn't see his face. Skurd had returned to his wrist, but was uncharacteristically silent. The group all shared confused looks as Gil pushed his way to the front and over to his girlfriend's bed, pushing Ben out of the way to tear the bed sheet away and gaze upon her deathly beauty. Ben quietly left the med bay, the group following with confused expressions as Gil mourned.

* * *

The wind was rushing past his face, running over his beak and arms, whooshing past his jet pack and wings. He been assigned by Twyla to recover and rescue Gigi by any means possible. Ben knew he was probably going to have to do it at some point, but he had some suspicions when Twyla had given him the mission; she had seemed jumpy and skittish whenever Ben came close to her, her eyes filled with fear. He knew she still loved him, it was easy to tell. But he also knew that she had a fear of him, from whatever had happened in the med bay.

To make matters worse, Spectra was starting to avoid him too, phasing through walls whenever he came in sight and always staying as far away as possible from him whenever they were forced to be in the same room. Skelita, the girl he had fallen in love with and only reunited with recently, was also shunning him, quickly walking away and glancing back at him with forlorn eyes whenever she came across him.

And just to add insult to injury, he was forced to be put on a team for this mission with the Rebellion's top agents; Clawdeen and Toralei. The duo had apparently become partners during the war and were nearly inseparable despite their past. And while Clawdeen had treated Ben somewhat nicely in the past after befriending him, she was now as stone cold and as heartless as Toralei was. She had complained and whined with her partner the instant they were told by Twyla that they were to join forces, claiming they could get the job done faster than any "silly teenager with a fancy watch", as Toralei had put it.

Which was currently why Astrodactyl was flying a fair distance above them, the two partners traveling by snowmobile on the snow covered ground below them. The trio had remained silent for the whole long trip to one of Zs'Skayr's bases, neither side talking to the other. Astrodactyl sighed and pushed forward, the wind whistling louder as he picked up speed. It seemed his life was once again falling apart at the seams again; couldn't the universe ever give its greatest hero a break for once? Despite making friends and lovers ever since he came to the Monster High universe, it seemed it was determined to make the hero suffer as much as possible.

After a few more hours of quietly thinking and ignoring Toralei and Clawdeen's comments from below, the trio came to a halt at the base of a large mountain, the top of which was replaced by a large, grand, and thoroughly intimidating fortress of mass proportions. The black and gray walls were tall and thick, topped with spikes and turrets as Corrodium infected guards patrolled them. Towers stood tall and grim at each corner, a sort of large cannon mounted to the top of each one. A large building stood smack in the center of the fortress, topped with spiked spires and twisted chimneys that screamed hopelessness.

Astrodactyl gulped and angled downward, landing in the soft snow as the Omnitrix timed out and the two ghouls pulled up, annoyed looks on their faces as they dismounted and drew their weapons. Without a word, as if they could care less whether Ben was shot or not, they ducked down into the snow and crept as quietly and quickly as they could to the base of the wall where the guards couldn't see them. Ben sighed and dove into a snowbank, the snow briefly turning green as he activated the Omnitrix. An unseen force then quickly burst out of the snow and skittered over to the base of the wall, climbing up the barrier with ease and leaving the two cold ghouls behind.

"Does he always have to show off?" Clawdeen grumbled as she took a grappling hook out of her belt and began to swing it, gathering up momentum. The werewolf wore a dark purple top covered by a leather jacket decorated with spikes and chains; her earrings remained where they had been for years, but the scar over her left eye was new, a constant reminder of what being childish and carefree did to you in this dark world. She wore leather pants and boots, twin guns waiting to be used in their holsters. Her partner seemed to have suffered a little more than she had however; half of her tail had been cut clean off and been replaced with carbon fiber, the tip replaced with a mace for maximum damage. She wore fingerless gloves that allowed her to use her claws and an outfit that matched Clawdeen's. Instead of guns however, a large chain with a sharp blade on the end was curled around her waist, and her scarlet colored hair had been combed over into a Mohawk that covered her cybernetic eye. Toralei quickly used the implant to scout for guards as Clawdeen tossed the hook up and giving it a few tugs when it tightly grabbed the upper wall. The ghouls then quickly scaled the wall and prepared to fight the guards, only to find them unconscious and stripped of their weapons by a satisfied Chamalien.

"I gather you ladies are done discussing fashion?" the Merlinisapein joked. Neither of the ghouls laughed as they shot him an angered look and jumped down to the ground far below. Chamalien followed, scaling headfirst down the wall and sidling up to them, grumbling under his breath about they needed to lighten up for a change. The trio clung to the shadows, freezing whenever a mutant human or Necrofriggian walked by. The fortress seemed to be dominated by these two species, the humans lumbering past on their uneven limbs and the Necrofriggians floating past on shattered wings and twisted claws.

Toralei quickly glanced around, her cybernetic eye calculating every contingency that could possibly happen if they moved at a certain time. After mere nanoseconds, she suddenly rushed forward out into open space, Clawdeen rushing behind him and Chamalien instinctively blending into his surroundings to race after them. They quickly pressed themselves against the wall of the main building, just as guards passed on the walls above, still not noticing their sleeping comrades. Chamalien quickly took the risk and slapped the Omnitrix symbol on his chest, the green light washing over him and briefly changing him back into his original form before injecting him with new DNA. He felt the skin around his skull slowly vanish, as if some flesh eating parasite were eating at it. His skull slowly turned upside down as the bones ground and shifted with a sickening sound. The teeth became sharper as new, thicker skin covered his face and his eyes molded into one. His fingers turned into dagger like claws that felt like they could slice through someone's soul. His legs wrapped around each other into a sort of ghostly tail as thick, green chains formed around his neck and wrists. The Omnitrix appeared on his chest, the chains all meeting together at the same spot as a dozen writhing tentacles suddenly spilled forth from Ben's insides. The transformation was complete.

Toralei and Clawdeen looked upon him in disgust as Ghostfreak each grabbed a hold of their shoulders and quietly phased through the thick walls of the main building, pulling the two ghouls with him into whatever room they appeared in. Thankfully it appeared to be an evil janitor's closet of sorts, which was empty at the moment. The Omnitrix timed out and changed Ben back into his human form, just as Toralei and Clawdeen decided to let him have it.

"How dare you turn into our worst enemy!" Toralei yelled.

"What were you thinking, going in without back up!" Clawdeen roared. "And don't you dare crack a joke! This is war, not play time!"

"Do we look like we want to be babysitting your sorry behind!? We can do this without any of your help!"

Ben took it all, and much more and worse, in silence with a straight, peeved look on his face. If the two ghouls in front of him were going to act like jerks, why should he be working with them? They clearly resented and hated him right now, believing him to be nothing more than a stupid kid. Even Clawdeen, someone he had become friends with in the past, was getting on the action, berating him over simply doing his job. Naturally, like any little kid would do, Ben decided to prove them wrong.

"If you don't like me, fine. I'll get Gigi myself without any of your help. You seem to enjoy hating me more than actually doing your job." he growled, activating the Omnitrix before the ghouls could argue and allowing the watch to do its work. His skinny figure suddenly swelled as hundreds of muscles piled on top of each other, sending his growing form upwards until he was more than twice as tall as his previous self. His fingers pulsed as thick veins appeared on his arms, sending alien blood through them. A second pair of eyes appeared above his own and every hair on his head disappeared. A short beard appeared on his chin that ran up to his disappearing earlobes as his jaw jutted out. Suddenly, a second pair of smaller arms burst out from under his own, still just fresh muscle and bone. Skelita felt like she was going to be sick until rough, red, skin covered them. Ben's toes melded into two large claws as a row of small spikes appeared on his head and shoulders. A black undershirt with a green stripe down the middle as a pair of black pants appeared as two pairs of black fingerless gloves came out of nowhere on his large hands, finishing the transformation.

"And of course, the Omnitrix never gives me what I want," Four Arms grumbled. "But, unlike you guys, I am adaptable."

"Now wait just a-" Clawdeen started, but the Tetramand didn't want to hear it.

"You guys don't like me, fine. Do your own thing," he said. "I'm going to do what I do best and hope that I can do it right. If either of you to actually stop being jerks, I'll be rescuing Gigi."

And with that, the Tetramand turned around and punched clean through the door and out into a dimly lit, stone hallway, turning towards the right and leaving without a word.

"For the first time since we started this war, we just screwed up big time, didn't we?" Toralei asked Clawdeen.

"Yep."

"We're screwed then, aren't we?"

"Yep."

"Good. Just wanted to be sure." Toralei grumbled before following Four Arms against her will, Clawdeen trailing behind her. Two things drove the pussy cat and werewolf forward, the first being that they could not deny an order from their leader, which was to bring back her boyfriend alive. The second thing that drove them forward was that they unfortunately knew they would get nowhere fast without Ben's help, which meant they had to play by Ben's rules.

* * *

Gigi coughed and desperately tried to reach the glass of water that so tantalizingly close. She knew however, that it would be useless; she had tried many, many times to reach that glass that taunted her so, but it was always out of reach. Plus, she knew she was only entertaining her tormentor even more with her futile attempts. Her throat was parched and she was desperately dehydrated. Aching bruises and cuts dotted her dull, pink arms and legs from the many beatings she received if she didn't tell something her tormentor didn't like, which of course was all the time. She would never give up the secrets of the Rebellion, even if her life was on the line.

And the sad part was that it would most likely be ending soon; Zs'Skayr was getting increasingly impatient with her questions, demanding Kuphulu draw out the information of Whisp's whereabouts by any means possible. This usually meant even more grueling, more painful torture sessions than usual, and the genie was already wishing she were dead. She was now chained to a large, metallic ring, her limps spread eagle and and shackled to the wheel by large chains. She barely had the strength to even lift her head as Kuphulu quietly walked up to her, a smug grin on his face (if he had a mouth that is). Being loyal to Zs'Skayr had done him good. He was much more fit looking, and was entitled to dress in much more extravagant and expensive robes than he had worn before. He wore a bigger headdress, and seemed to be more full of himself and showy, though he still retained his pathetic kissing up to Zs'Skayr. It would have disgusted Gigi if she could see him; during a torture session in which she was subjected to getting whacked repeatedly by electrified pistons on the head, the force increasing with each blow, she had lost her vision, making her completely blind.

Fortunately since the incident, her other senses had heightened. She could hear the soft scraping of Kuphulu's feet walking across the smooth, marble floor, followed by the sound of his bandages walking into something wet and of Kuphulu's disgust. Her nose told her that he stepped into a drying puddle of her own blood, her ears catching the sound of blood tricking freely from her ankle where a large knife had been stabbed into her; the blade had not been removed, being twisted deeper into her burning flesh every hour or so. She had been strong so far, but she was starting to weaken. She couldn't even use magic to ease the pain, as not only was Whisp gone, but Zs'Skayr had put up magic shields of sorts, devices that jammed her ability to grant wishes and such, rendering her powerless.

"Shall we begin, foul parasite?" Kuphulu asked, eagerness in his voice. Gigi couldn't even answer, her throat was so dry and swollen, devoid of any liquid. The glass of water taunted at her, lying just out of reach on the table she knew was in front of her. She heard the sound of knife being drawn out of its scabbard, knowing what was coming next. White hot, fiery pain erupted in her other ankle, making her symmetrical once more; another thing she hated about the Thep Khufan was that he had a habit of performing one act of torture to one side of her body, only to do the same to her other side next torture session.

"We can stop this anytime, Ms. Grant," Kuphulu stated in an eerily calm voice. "And don't go into another one of your "The Rebellion will stop you and Ben Tennyson will personally come to my rescue" rants. It will not happen. Not now, not ever."

_**KA-BOOM!**_

The entire floor shook and rumbled as something large busted down the door to the torture chamber in one swift move. The door banged loudly on the marbled floor and Gigi cringed slightly. From the frightened and surprised yelps of Kuphulu, rescue had apparently come; she could smell the earthy scent of fur, meaning Toralei and Clawdeen had been sent to rescue her. There was another scent there as well, amongst the smell of smoke, splintered wood, cold stone, sweat, and rage; something somewhat earthy, but also dry and sort of sweaty as well. The unknown smell also lingered of smoke, but not the kind that resulted from a fire or from guns. She had smelled that smell before, and she had been dreaming that she would once again meet the person it belonged to.

She could hear Kuphulu's frightened cries as he was heaved up into the air and tossed across the room, the same thing that lifted him into the air leaping at him and landing (painfully) on him, crushing the Thep Khufan under his bulk. There then came several sickening sounds as large fists slammed into Kuphulu's body before silence came from that area, Toralei and Clawdeen using their guns to take out several Lepidopterran guards that had been alerted by the noise. Gigi could sense a large figure looking up at her, his face just a foot lower than hers. The metal wheel vibrated four times as four fists grabbed onto four different sections of the wheel, pulling four opposite directions and tearing the wheel apart with ease, free Gigi. She hung there in midair for a brief second before falling, landing in the warm embrace of Four Arms.

"Ben?" she managed to croak out. She felt one of the four large hands disappear from her senses, only to return and press something smooth and cool to her lips. The genie parted them slightly, letting the cool water slide down her parched throat.

"I can't believe that thing was unscathed," Gigi heard Clawdeen grumble as the last of the water went down her throat and the glass went away.

"Gigi, this is gonna hurt," she heard Four Arms say. She only nodded her head as she felt herself being lifted into the air by two strong hands, the knives embedded deeply into her ankle shaking slightly as the Tetramand grabbed onto them. She braced herself for the pain as one knife slid out easily, clattering loudly against the opposite wall. The other one did not come out so smoothly, Gigi unwillingly screaming in pain as Four Arms quickly tore it free, apologizing professedly. "It's gonna be okay, Gigi. We're gonna get you out of here." she heard Four Arms say.

"I-I-I . . . . can't . . . .can't . . . ." she tried to say, but the words wouldn't come out of her mouth, she was so tired, the loss of blood making her mind spiral. She felt Four Arms large chest heave, as if he were going to say something, but it never came. After what seemed ages, the Tetramand's chest heaved again, words coming out this time.

"What did he do to you, Gigi?" he asked quietly. She actually heard not only concern and hatred in his voice, but the unmistakable sound of Toralei and Clawdeen lowering their weapons to gaze at her wounds. "Gigi, how many fingers am I holding up?" Four Arms asked, holding up an arm in front of her face; no matter what her senses told her, the genie could not pick out the number Four Arms was holding up.

"One?" she guessed, and she heard Four Arms say more than a few choice words that would have gotten him banned from several different countries had he mouthed them off to their leaders. Maybe even have war declared on him. The sound of rubble being moved caught Gigi's attention as she heard Toralei pull out something metallic from the pile. Her senses told her nothing, but her mind was reeling; Toralei had found her lantern, her home so to speak. She felt another of Four Arm's arms leave her presence as he took the lamp from Toralei, holding it close to Gigi so that she could feel it against her skin.

"Gigi, I'm going to put you back in the lantern. I'm not sure if you'll heal there or something, but the danger of you being hurt even further on our way out is too great," Four Arms told her. "Just know that you'll see daylight again."

Gigi didn't want to argue, but she wanted to remind Ben that she couldn't see anymore. She found she didn't have the strength however, and simply nodded her head with what little strength she had left. Another arm left Gigi's presence as it lightly rubbed the lamp, a dull redness echoing through her eyes as the lamp exploded into light, lightly sucking its occupant back in. For once in over 1,000 years, Gigi didn't fight it; she simply let the lantern pull her back in, to suck her back into the recesses of the lamp and deposit its occupant, its master onto a bed of silk pillows. Gigi let the blackness come, welcomed it even as it provided her with a way to escape from the world and its troubles.

And hopefully, she would see Ben's smiling face once more.

**And done! I could probably go on and on and on about how I would really like to see fan art for this story sometime soon or something like that, but I'm not really in a begging mood.**

**Instead, I shall leave you with these questions to think: Will Gigi make it? Will Robecca be put back together? And just what is up with Ben's new form? Find out next time on We're! All! Monsters (yes, I went with a Total Drama ending. If you like Total Drama, check out my OC story sometime. I promise it to be a pleasure)!**

**As always, comment, review, suggest, request, and more down below. If you want to get a little more personal or just don't like it when other people can read your thoughts, go ahead and PM me. I always get back to my readers.**

**Hasta Luego and HAPPY NEW YEARS!**


	21. Kickin' it with the Ghouls

**I hope everyone had a wonderful New Years party! I wouldn't know, since I'm still dead and all (what, you forgot that I died over Thanksgiving? Wow, hurtful). On an unrelated note, Hades is actually way nicer than most people portray him, though he has anger management issues.**

**My new digs aside, I have some people to thank as usual. They may be the same people, but they still deserve the thanks they've earned.**

_**DJ Rodriguez **_**is definitely the brains behind this operation. I seriously wouldn't have progressed this far without his help. I should really start paying him.**

**As usual, _Sallem Cortez 004 _is handing me ideas on a silver platter. And despite me stretching their idea out for at least three chapters, it still works! Give them a hand!**

**As always, comment, review, suggest, and request below!**

Onwards!

"Time to beat a hasty retreat," Four Arms announced, holding the lamp tightly in one hand. Toralei and Clawdeen rolled their eyes and slunk out of the set of doors, the Tetramand following after making Kuphulu would be down for the count. The trio turned right, retracing their steps a ways and taking out any guards they came across before coming to a crossroads. Down one hallway, Clawdeen picked up the sound of claws scrabbling on the hard, stone floor. Down another, Toralei picked up the heat signatures of more guards. The final hallway, the one in front of them, seemed clear enough; the trio took that one after firing a few rounds down the other hallways.

Four Arms pumped his arms, tightening his grip on the lantern in his hand; he could not afford to lose it and leave Gigi to suffer more after rescuing her. He simply refused to fail the mission, fail Twyla and the Rebellion, and fail Gigi; in short, he didn't now the meaning of the word 'fail', despite what some people told him. They came to a set of doors, and from the information Toralei managed to gather, it led outside. With a grunt, Four Arms punched down the heavy set of doors with a solid punch of two fists, cold wind blasting them in the face and snow quickly piling up inside. As if things weren't bad enough, a blizzard had struck while they were inside.

"Screw it," Four Arms cursed and pushed out into the flurry, Toralei and Clawdeen behind him. The snow had begun to pile up on the walkways between the towers, several surprised guards wading as fast as they could towards them. Yelling, Clawdeen drew his pistols and shot a quick round of bullets into a mutant Aerophibian that had managed to fly over to them in the high winds. More guards were approaching from in front of them, some of them waving spears and others simply using their natural abilities. A Corrodium infected human lunged at Four Arms and pinned him to the ground, snapping its jaws at his head until the Tetramand managed to stand up and throw it over the side, the dying screams of the mutant as it tumbled down the mountainside music to his ears.

A Necrofriggian with torn wings and long, spiked tail leaped at Toralei, earning a throwing knife to the heart. The were-cat then threw the carcass behind her, bowling over a dozen guards that had managed to sneak up behind them in the hallway. Toralei swung her mace-tipped tail and smashed it into the skull of what could have once been a squirrel. That is, if squirrels were the size of dogs and has gigantic teeth. The trio were becoming surrounding, brave or stupid Lepidopterran and Aerophibian guards covering from the air and a variety of mutants covering from the ground. Four Arms glanced around wildly, looking for an escape route of any kind. With little options left, he roughly grabbed Clawdeen and Toralei by the back of their shirts and promptly jumped over the side of the wall, plummeting towards the snow covered mountain below.

"Are you crazy!?" Toralie yelled.

"No, I'm saving our butts from both the guards _and _the avalanche you just caused." Four Arms grumbled as he pulled Toralei and Clawdeen over his shoulders, just before he landed feet first on a large slab of ice that jutted out from the mountainside. The slab broke off with the trio still on it as Clawdeen glanced behind to not only see several brave Aerophibians following them, but approximately fifty-two tons of freezing, cold, and very heavy snow rushing at them at in impossible speed. The castle quickly disappeared behind the oncoming wave of snow as Four Arms glanced behind him, freaked out a bit, and pushed off with one of his feet, riding the slab of ice like a snow board down the mountain.

"Try to keep it steady so I can deal with our unwelcome hitchhikers!" Clawdeen instructed the Tetramand, as they shot off a ramp of ice covered rock and sailed through the air a little ways. The werewolf took the opportunity to fire off several rounds from her guns at the mutants, dots of greenish blood appearing over a couple of them before they dropped to the ground and were consumed by the avalanche.

"Woo-hoo! Yeah!" Four Arms whooped as they came crashing back down, landing on the slab of ice once more. Now getting into the hang of things, the Tetramand began to do simply tricks, which proved to actually be useful when dodging neuroshock blasts from the Aerophibian's eyes and tails. He quickly served right and went off another incline, gripping the slab with his arms and doing a barrel roll in midair while the ghouls screamed at the sudden maneuver. Four Arms quickly righted himself just as they came back down, thoroughly frightening the ghouls witless.

"Never. Do. That. Again." Toralei hissed, quickly turning around and throwing a knife into an Aerophibian's chest.

"Aw, come on! Lighten up a bit!" Four Arms replied.

"We're being chased by mutant guards and an avalanche of mass proportions!" Clawdeen argued.

"Fine," Four Arms grumbled. "Just after this jump!"

"What!?"

_**"YEE-HAW!" **_Four Arms roared as they rocketed off another jump and soared through the air again, much higher than the last few times they had jumped. While the Tetramand seemed thrilled at this, the ghouls seemed less than happy about it, digging their claws into Four Arm's skin as hung on for dear life. As they suddenly began to plummet back down to earth, Four Arms slapped the Omnitrix on his belt, nearly squishing Skurd as the familiar green light washed over him and worked its magic.

"Seriously!? Now!?" Toralie screamed. Ben ignored her as he was briefly returned to human form and injected with another set of alien DNA.

His wrists bloated to the size of basketballs, his fingers reduced to black claws as the blubber from his hands traveled up the length of his arms, expanding and growing and swelling to massive proportions on his shoulders. His belly suddenly exploded outwards, and it would have been funny had they not been plummet towards some very hard ground. His legs became short and stubby, his toes becoming bony and sharp, reduced to claws like his fingers had been. Hard plating began to pile itself up on his shoulders and his expanding hips, his entire back becoming covered in the durable armor that could withstand almost anything. His head became round like a beach ball before muscles and skin melted his face into his chest, his neck disappearing altogether. Black stripes and coloring formed over his pure white body, the armor turning yellowing as it formed on the back of his hands and shoulers. The final transformations were the sudden flexibility of his spine and the addition of the Omnitrix and Sjurd on his chest, a little ways below his wide mouth.

"How this thing supposed to help!?" Toralei cried as the ground came closer and closer.

"You haven't ever heard the saying "Don't judge an alien by its cover"? I thought you of all people would remember that after the Toepick Incident!" Cannonbolt argued.

"Don't bring that up!" Toralei shot back as the Arburian Pelarota grabbed Clawdeen and Toralei from his shoulders and shoved them onto his stomach, handing Clawdeen the lamp for safe keeping. "Hang on! This could get weird!" he grumbled.

"Everything about this is weird!" Clawdeen cried. Cannonbolt ignored her and instead curled up on himself, wrapping his arms over his head and bend his legs back, turning into a perfect sphere protected entirely by impenetrable armor. The ball slammed into the ground before bouncing up and coming back down again, shooting off of the ground at high speed across the frozen tundra as the avalanche gave a final roar and stopped at the base of the mountain, its rein of terror over.

The yellow sphere rolled across the ground for a couple miles as fast as it could before coming to a stop and uncurling itself, Cannonbolt lying on his back and breathing heavily as the girls got up and stretched themselves out.

"Ugh, it smells awful in there!" Clawdeen complained, pinching her sensitive nose shut and waving a hand in front of her face.

"That's what Rex said, but he thanked me later," the Arburian Pelarota rumbled as he heaved himself back up onto his legs, the green light washing over him and returning him back to normal form.

"Who?" Skurd wondered.

"A story for another time," Ben answered. "We better get back to base before Bandage Face sends out scouts." He then turned on the Omnitrix and cycled through his aliens before coming across the one he desired and slapped the activation button. The green light washed over him for a second time and began to change his DNA. His skin turned black and blue, forming racing stripes and sharp arrows as sharp spikes popped out of his slightly more muscled arms. Two large horns that formed a sort of mask sprouted from his face, curving backwards as a light layer of fur covered his body, finishing off the transformation.

"Fasttrack!" he cried. He quickly scooped up Toralei and Clawdeen threw them on his shoulders. The ghouls quickly wrapped their arms around his neck as the Citrakayah picked Gigi's lamp up from the ground and cradled it in his hands. He quickly assumed a pitcher's stance, as if he were going to throw something, and raced across the frozen desert, leaving nothing but a black and blue after trail of him.

* * *

Twyla bit her lip as she waited impenitently outside of the base, wrapped in a white parka ringed with white fur. She knew it was risky waiting out in the open with no back up, but she already concerned about what was happening to Ben. What had happened in the med bay after Lagoona's death? Why was it that she, Spectra, and Skelita all saw something different that horrified only them, and then Abbey didn't seem affected by it? The yeti hadn't said a word after the encounter, and generally ignored any questions asked about the subject. Twyla pushed the thought aside when she heard a dull boom off in the distance. She shielded her eyes with her hand as she peered into the distance to see a black and blue blur speeding straight towards her without slowing down.

"Move! I can't stop!" was all Fasttrack cried as he neared the base. Twyla quickly dove to the side as Toralei and Clawdeen released their hold on the Citrakayah, rolling and tumbling in the snow for a bit before stopping. With a yelp, Fasttrack slammed against the doors to the base, apparently stuck to the surface of the doors until Twyla was kind enough to peel him off. Rubbing his aching skull, the Omnitrix deactivated and returned Fasttrack back to Ben.

"Somebody get the number on that truck . . ." he mumbled before giving his head a shake and standing up, brushing snow of him as he wobbled slightly. Twyla smiled and led him into the base after he picked up Gigi's lamp, Toralei and Clawdeen right behind them. "How is Gigi?" the Rebellion leader asked. Ben filled her in on what had happened and her expression turned from happy to worried to vengeful.

"On the bright side of things, we might be able to find Whisp before Zs'Skayr does," Ben said, trying to sound happy as they made their way to the med bay. Ghoulia met them at the the door and took the lamp from Twyla's hands, allowing her and Ben to follow her in. Lagoona's body had been removed from the bed she had died in, Frankie still asleep in her bed; Ghoulia reassured Ben that she would wake up soon. The trio walked over to an hospital bed next to Frankie and Ghoulia rubbed the lamp with her weary, gray fingers. A bright light filled the room, blinding all those who were awake for a few brief moments before dying down to reveal Gigi slump over the edge of the bed, her head resting on the sheets as Ben hefted the rest of her onto the bed.

Ghoulia did a quick once over, wincing at the gaping wounds in her legs. Last time Ben had seen the genie, she had looked worse for wear, but the lamp seemed to have done some good for her; most of the cuts and bruises on her arms and legs were gone and the gaping holes in her ankles seemed to be clotting a bit. Unfortunately when Ghoulia gently forced open an eye, Gigi's pupil's no longer dilated when she shined a small light into them, making her still blind. Ghoulia then finished her examination, she informed Ben and Twyla of Gigi's condition.

"Aaaaaaiiiiiii-eeeeeeeeeeaaaaaaa."

"So she's stuck like this?" Ben guessed. Ghoulia grimly nodded, and Ben cursed.

"Ben, if we find Whisp, we could give Gigi her vision back," Twyla told him. Ben sighed and pinched his brow. "You got a gym in here or something?"

Twyla nodded and gave him the directions and clearance. Normally the gym didn't need any security, but ever since Heath had managed to set fire to a pool filled with water, the gym had been off limits to most of the new comers, specifically Hoodude and Heath for obvious reasons. Twyla watched Ben walk out of the infirmary, apparently needing time to cool off.

* * *

Jinafire was used to being in chaotic conditions; living with seven brothers alone was more than enough proof. However, being blasted into the future where your worst enemy had taken control of the entire planet, and the only person who could help set everything right was missing. Unlike most people however, Jinafire had kept calm, meditating about a hundred feet or so above the gymnasium the base used for training exercises, balancing on a beam overhead as she mused. She sucked in a deep breath, keeping her eyes closed as she thought calm thoughts, wisps of smoking curling from her lips as she breathed out. The process of meditation helped deeply calm her nerves, though there was the constant gnawing sensation of fear in her gut. She hadn't managed to contact her family, if they even existed in the future; Twyla had informed her that they had tried grabbing more recruits for the Rebellion by freeing prisoners at labor camps, but these were rarely successful. The freed monsters would either turn tail and run, hoping to make a better living out on the frozen tundra, or turn right back around and turn themselves back into the came, completely devoid of any hope.

She heard the door to the gymnasium slide open and cracked open an eye to see who had entered; ever since the Pool Incident, security had tightened around the new comers; Jinafire herself had to use her skills to sneak into the gymnasium for some peace and quiet. She looked down to the floor far beneath her to see Ben standing there, obviously bothered by something. For some reason, Jinafire decided to not yet reveal herself Ben, instead deciding to watch him from afar. She watched intently as the watch wearer quietly paced around the floor, holding his aching head with his hands before stopping and turning to walk over to a bench press. He sat down on the bench and removed his black and green shirt, tossing to the floor as he lay back on the bench and grabbed the weight in his hands, lifting it off the bar and beginning to lift it over his head, pushing up and letting the weight push his arms back down, repeating the process in a mind numbing rhythm.

Jinafire realized she was blushing and drooling slightly as she watched Ben work out, mentally slapping herself for acting so foolish. While she loved Ben as a friend, she could never imagine herself actually falling for him. There were however, two factors that pushed against this, the first being that she could take her eyes off of him as he lifted the weight up and down. Her eyes traced over his muscles, watching as they tensed and relaxed with each movement; Ben was actually more muscled than she thought him to be, being well muscled and yet staying lean at the same time, not like some of the boys she had seen back home.

The second thing that contradicted what she kept on telling herself was the dream. She made it a point to herself to always remember any dreams she ever had, as her old master had told her that dreams could and would often give her hints towards present or future problems. Thusly, she remembered the dream she had the night of Cleo's birthday party clearly, as if it had only happened seconds ago. She, a young woman, was married to Ben and with children on the way, baking in constant flame and being tended by both parents. The dream seemed so wrong and bizarre, yet so perfect and lovely it was tearing her apart. In her culture, woman were thought as inferior beings, meant to stay home and take care of the house, children, and husband while the men were off working in the fields or in war, whatever the case may be; Ben had treated her as an equal in the dream, as if she actually meant something.

Sure, she had a bit more freedom than most ghouls back home, growing up in a family with no mother and seven older brothers. If she wanted anything, she had to fight for it, which meant she had a wider range of options than most girls. However, the moment her father had tried to marry her off, she had left home to pursue her dream as a fashion designer, wanting no part in the arranged marriage with a pompous dragon that had constantly belittled her throughout her life. Given any choice at any man in the world, she would have chosen Ben.

But she couldn't. She refused to accept that she was falling for him. While there were parts of her culture she didn't like, she simply flat out refused to fall for anyone without reason. Unfortunately, Ben had many reasons for her to love him. He was kind and charming, seeing everyone as an equal and treating them with the amount of respect they deserved. She was honored to have fought by his side numerous times, and would do it without another thought if only to feel the rush of fighting alongside of him. She shook her head to clear her thoughts and peered down again to see Ben had stopped lifting weights, taking a break on the bench, seemingly chatting with Skurd. She wanted to show herself to him now, but paused when he got up from the bench and walked to the other side of the room. Jinafire had to turn her entire body on the beam to see what he was doing.

He had turned the lights on in that section of the gym, dragging out stuffed dummies that lined one wall and setting them up in a loose square of about nine dummies in all. The young dragon figured he would use the Omnitrix and turn into Humungousaur or Wildmutt and obliterate the dummies without even trying. Instead, Ben got into a fighting stance, raising his fists up and studying the dummies for a moment before leaping forward at the first dummy. Her mind continued to predict that he would suddenly use the Omnitrix at any time, but she was proven wrong.

Ben instead quickly jabbed a fist forward, socking the dummy in the collarbone area before lashing out with a round house kick, actually cutting the dummy in half and surprising Jinafire as he moved onto the next dummy, quickly dismembering it with a thrust to the abdomen area and sweeping the dummies "legs" out from underneath it. He repeated the process with the next few dummies, quickly finishing them off without the use of the Omnitrix. With eight dummies down, Ben turned to the final dummy, looking it over with steely eyes as sweat dripped down his forehead. He sucked in a deep breath and leaped into the air, doing a quick flip before lashing out with a foot, slicing the dummies head off and thrusting two hands forward, blowing the dummy back towards the wall where it fell into a pile of dismembered body parts.

Jinafire had to say she was impressed as Ben wiped his brow; she had fully expected him to use the Omnitrix, and yet he had demonstrated he was fully capable of fighting without it, should the need arise. She recognized several fighting forms from various martial arts, mostly kung fu and judo in this case, though she didn't doubt he knew more. She knew he was capable of fighting in his alien forms, using their natural abilities to his advantage and using surprisingly complicated fighting styles, but never knew he was this good in human form. He could become a master within a few years given enough training and patience.

Ben suddenly jerked his head up and nearly causing Jinafire to lose her balance at the sudden movement. She quickly recomposed herself and gave a friendly wave as her eyes traced over his muscles once more, unable to control herself. She nearly fainted when he gestured for her to come down, though mentally slapping herself for acting some crazed fan. Careful not to show she was too excited, she stood straight up on the beam and jump into nothingness, curling herself up into a ball and then spreading out her limbs, landing on her hands and pushing up to flip and land on her feet; she noticed Ben hadn't moved an inch from his original spot. This made her like him even more; he knew she was fully capable of getting herself down from that height and didn't try to save her. She knew he still would have done had she actually been danger, but the fact that he hadn't tried to save her when she didn't need it was touching. She quickly tried to brush away her flustered cheeks, hoping Ben wouldn't notice.

Of course however, he did.

"You like what ya see?" he lightly joked, flexing his muscles for her with a goofy grin on his face. Jinafire smiled and rolled her eyes, her face turning a darker red.

Ben laughed. "So, what were you doing up there anyway? I'm pretty sure you weren't stalking me."

Jinafire sighed and walked back over to the bench press area, sitting down on the bench and rubbing her temples. Ben walked over with a concerned look on his face and sat down, putting his surprisingly large hand on her small one. "You upset too?" he asked as she looked up at him. She slowly nodded, rubbing her aching temple with one hand, for some reason refusing to use the one Ben's hand rested upon. "I am trained to deal with all sorts of situations and to control my emotions," she began. "However, ever since you have entered our domain, all my training has become meaningless."

Ben was about to speak, but Jinafire continued on. "I never expected to be transported to the future, into a world where my family my no longer exist. I do not hold this against you Ben, but I am unsure of what to do or feel." she sighed. "I . . . I keep having this dream . . ." she started, unsure of whether she should continue or not. Ben gently urged her continue, promising not to judge her for anything she might say. "This dream . . . . you and I are in it . . . . you have won my hand in marriage," she continued on, her voice cracking slightly and her throat feeling unnaturally dry. "We are happy together and . . . . we have a family . . . ." she stopped, unable to continue further on. She normally didn't feel this uncomfortable talking about her dreams, but Ben just seemed to make it more difficult. They sat there in total silence and in near darkness, Jinafire's mind completely blank.

"Was it a good dream?" Ben finally asked.

"Yes." Jinafire answered after a while.

Ben didn't speak after that for a long time, and Jinafire feared she had blown all chances of ever being friends with him or otherwise. "Jinafire, I know this whole experience may be scary for you, and I am well aware that you are not easily frightened. But I swear on my Omnitrix that I will help you get through this and find your family if its the last thing I do," he said. "And I'm not just doing this because I'm a hero; I have a family and friends back home that I miss as much as you miss yours. I don't even know if I can go back or not, and I am literally nothing by a kid with a fancy watch on his wrist without them. They complete me."

Jinafire blinked; she hadn't expected this out of the semi-cocky hero. She had seen him as somewhat invincible to a point, maybe even immortal. It was nearly shocking when she heard about this vulnerably of his; he was incredibly loyal to friends and family, even laying down his own life without a second thought to save them. They really mattered to him, and she only realized until then that he had adapted to the sudden change. He had replaced the friends and family he had lost with the new ones he had made. He had his own family right here.

"I know that you're not a girl who can't defend yourself; I've seen you prove that many times. And I'm grateful for that." he added with a smile. Jinafire smiled too and her face turned red; the compliment, simple as it was, meant the world to her. Her culture did not permit such things for woman or girls, and this meant much to her, especially since she had left her family behind to pursue her dream. Faster then she or Ben process it, she pressed her lips against his, keeping them there for a split second before tearing them away, her entire face red. The kiss, no matter how quick it was, was empowering. She felt refreshed and . . . and . . . actually wanted to do it again. She restrained her however as Ben grinned at her.

"I shall also make a promise Ben," the young dragon said. "I shall promise to help you and our friends through this, through thick and thin, until the darkness has been banished." she promised. "And . . . thank you." she smiled, pulling Ben into a light hug before getting up from the bench to walk out of the gymnasium, leaving a somewhat stunned Ben sitting there to collect his thoughts.

Ben sat there, not quite believing what had happened. He had kissed many girls many times over his time in the Monster High universe, but had never experienced a kiss like Jinafire's; it quick and hot, like eternal fire that danced around inside. While Twyla tasted of the sweet darkness of the shadows and Venus tasted of fresh flowers and of the earth, Jinafire was of the forge, hot and steamy like age old fire, flames that could burn as fast as they could heal.

With a smile on his face, Ben grabbed his shirt and slung over his shoulder, following Jinafire out of the gymnasium.

* * *

Things had quickly gone down hill after Ben had left the gym.

He was calmly walking down a hallway towards the showers, when he was suddenly slammed into from the side and tackled to the ground, cold and scaly fists pummeling his body as he struggled to get up. Skurd quickly activated the Omnitrix and cycled through the available aliens before pressing down the activation button, changing Ben's form in a flash of green light.

Muscles quickly piled themselves onto Ben's arms and chest, short, brown feathers sprouting up from his skin to cover them. His and mouth melted together like butter, hardening into a yellow, horny beak as teeth lined them. The feathers continued to cover his body, racing up over his back and stomach, growing on nearly every inch of his body. Ben's wrists and ankles began to harden as thick scales appeared on them, his fingers molding together into three digits. His fingernails grew longer and bigger, becoming curved and black as they turned into talons. His toes all formed together into two long digits, his heel bone grinding against his foot as a third toe popped out behind them, the toenails growing into long talons. A white plume appeared on Ben's head, looking like a Mohawk of sorts as a pair of large, sharp blades grew out from his elbows. Green wrist and ankle guards materialized on his body, as well as a pair of black briefs and green and white striped belt. A green mask fit over his face as a green strap vest appeared on his body, the Omnitrix and Skurd appearing on the vest hooker.

With a bird-like screech, Kickin' Hawk pushed his attacker off of him, bouncing onto his feet and giving the figure a swift kick to the gut, shoving to the ground and pinning them with his talons, holding a fist up to throw down if the person so much as flinched.

"Gil?" the alien squawked. "What are doing, dude!?"

"Avenging Lagoona," Gil growled. "You're the reason she's dead! If you had never come her, she wouldn't be dead! It's all your fault!" he yelled, retching himself free of Kickin' Hawk's grip and slugging him in the face. The alien stumbled back a few feet but quickly recomposed himself, sharpening his blades before rushing forward and delivering a swift roundhouse kick to Gil's head, cracking the glass on the dome slightly. He quickly dodged a punch thrown by the monster and swept his legs out from underneath him, sending him to the floor where he stayed. Kickin' Hawk stood over him with a grim expression on his face, the sound of running feet catching his attention as Twyla, Venus, Jinafire, and Nefera came running into the hallway, quickly noticing the scene before them.

"Ben! What did you do!?" Twyla cried upon seeing Gil's unconscious form on the ground.

Kickin' Hawk hesitated before speaking. "Defending myself . . . Gil attacked me, kept saying that it was my fault that Lagoona died," he explained with some difficultly. Gil's words stung deep and true into him, the Omnitrix timing out as he thought to himself; Venus and Jinafire each grabbed one of Gil's arms and dragged him off to the med bay for a quick check up before they would bring him to Twyla to question. The Rebellion leader and rubbed her aching temples, walking away from the scene with an exasperated tone. Only Nefera remained.

Biting her lip, she tentatively stepped over to Ben, reaching with a cautious hand to touch him. She was still getting used to this "New Nefera" business that she had been trying with mixed results. Most of the ghouls seemed at least tolerate of the new Nefera, but Cleo sure hadn't. She acted as if Nefera had been an imposter, not used to the idea that her sister could even be nice. And now, here in the future, there was no possible way to prove it. Cleo had . . . .

She pushed the thought aside as she gently touched Ben's shoulder to catch his attention. He looked up at her with those same green eyes she had grown to love over the last few months. They were dark green and stormy, full of both wisdom and a carefree spirit, being both responsible and childish at the same time. She hesitated before speaking. "Do you really blame yourself?" she asked.

Ben sighed and began walking away, gesturing for Nefera to follow him. The mummy obeyed, noticing that he was still shirtless; she found it very attractive, but chose to try and hide this from him. Now was the time to help Ben and not oggle over him. "I honestly don't know," Ben began as they turned down a hallway. "What he said was kind of true; if I had never come here, I never would have met Lagoona, got her associated with me, and she never would have been hurt by Zs'Skayr."

"That's not true, Ben." Nefera said stubbornly. "Think about it: if Paradox had never sent you here, Zs'Skayr would have succeeded in his plans, and would have taken over the world. Lagoona could have been killed on the spot, she could have been killed later, she could have even been alive and subjected to a life worse than death. Whatever the reason, you coming here was the best option for her." she told him. "And besides, this is just the future. If we fix the whole Maltruant thing, Lagoona will technically be alive back in past, safe and in one piece."

Ben smiled at the thought; Lagoona would once again live once Maltruant was gone. Somehow, the idea seemed a bit poetic.

"And," Nefera continued, a familiar red blush coming to her face. "I never would have met you if Paradox hadn't brought you here. I would never have become the person I am now, and I never would have . . ." she paused, unable to find the words. Ben smiled and took her hand.

"Never would have been able to do this?" he guess,ed pressing his pale lips to her own cyan colored. Nefera was surprised but quickly leaned into the kiss, letting Ben snake his hand around her waist as she pulled her own around his neck, Ben having grown a few inches taller than her in the past few weeks. Used to being the one in charge, she wanted to take things a step forward and forced Ben's lips open with her own, driving her tongue into his own. She moaned softly as she put her hands on Ben's bare chest, feeling his rock hard muscles on his relatively thin body. She kept the act up, the two making out and swapping spit so to speak for the next few minutes, Ben leaning against to support for their body weights as Nefera directed his hands down to her ass. Ben paused for a second, but Nefera forced him to continue, letting him know it was okay. Ben didn't argue and gently groped her ass, causing the mummy to moan even more. After after a few more minutes of this, they finally parted, their faces red as they embraced each other.

"I love you, Ben." Nefera sighed.

"Love you too, my Jewel of the Nile." Ben smiled.

* * *

The med bay doors automatically slid open upon command, a blood red Aerophibian swooping in through the door. The alien was a pair of black briefs and a green strap vest with the Omnitrix on the vest hook. Jetray flew around the room once before hooking his legs on a light overhead, swinging down and hanging upside down like a bat, folding his wings together. He had been called into the med bay a few minutes ago; being on the far side of the base, he had used the Omnitrix to originally try to transform into XLR8 or Fasttrack. Instead, he got Jetray.

The green light washed over him, returning him to his human form and sending him tumbling to the floor where he landed with a loud _thwack! _Groaning and rubbing his skull, Ben peeled himself off the floor and looked up at Twyla, Ghoulia, and Spectra. "I meant to do that . . ." he moaned, climbing to his feet. Twyla rolled her eye and continued on. "Gigi's awake, Ben." she told him. "And apparently, you are the proud own of 13 wishes."

"Who with the what now?" Ben wondered.

Twyla sighed. "I think it might be better if she explains it to you." Ben nodded and walked over to Gigi's hospital bed, relieved that the genie was sitting up in bed and seemingly looking at him. Her gaze however, was a few degrees off; her eyes blinked, but Ben knew that blinking was practically useless to her now. Ben gently grabbed her hand and she flinched for a second before she recognized the warm touch that flowed up her arm and into the rest of her body; it felt good, but she wasn't ready to tell Ben how she felt. Not yet.

"Ben? Thanks for saving my butt back there," she sighed with relief, holding her head slightly with her other hand. She was fine, really, but ever since the incident that cost her her sight, she would occasionally get headaches that could go on for hours at a time before ending, only restart minutes afterward. "I'm sure Twyla's told you already." she continued on, Spectra absentmindedly floating around the ceiling above her, twiddling her thumbs. "Since you returned me to the lamp, it's kind of locked onto your touch; until you've used up all 13 wishes, you are my Finder."

"What happens if I use all 13 wishes?" Ben asked.

"Either me or Whisp will return to the lamp, whichever is closest," Gigi explained, her headache gone for the moment. "And that's not the worst part. Once I'm back in the lamp, you won't be able to bring me back out. Once a Finder has used all 13 wishes, they aren't allowed to use the same lamp again, a sort fail safe." Ben pursed his lips at the thought of one of the sisters being pulled back into the lamp, unable to be released.

"Would you like to make your first wish?" Gigi asked.

Ben shook his head, though he doubt Gigi could tell. "No. Not until you're all better at least. Maybe until Ghoulia manages to fix those headaches of yours."

"How did you-"

"It's kind of hard to ignore," Ben admitted.

Gigi nodded, touched that Ben cared that much about her; most of her past wishers had made their first few wishes right away, whether she was feeling alright or not. With a pained sigh, she lay back down and closed her eyes, drifting off back into slumber. Ben set her hand back on the bed and let her rest, following Ghoulia into her lab, the zombie saying she had a surprise for him. Twyla and Spectra left the med bay, attending to other things.

"So what did you want to show me?" Ben asked as Rivet darted out from the shadows, ran up his leg and sat on his shoulder, playfully nibbling on a bolt like a chew toy. Ghoulia led Ben through the maze of tables and inventions, slowing down on her spider legs as they walked past the display case. _She really misses running around in that suit, doesn't she? _Ben thought, pushing the thought aside for later as Ghoulia stopped at a large lab table towards the back of the lab. Rivet bounced off of Ben's shoulder and disappeared back into the labyrinth of Ghoulia's lab, darting between a stack of messy papers. Ben ignored the sudden movement and looked at what was on the table, nearly collapsing from the sight of it.

There lay Robecca, both her halves welded back together so smoothly, it looked as if she hadn't been damaged in the first place. She clothes were neat and ironed with her copper hands folded over her stomach. The hatch to her insides were open, revealing all of her tubing and wiring. Ghoulia took out a screwdriver and proceeded to tighten a few things inside her before closing the hatch, slipping the shirt back on as Ben covered his eyes; even when she was technically dead, he didn't want to embarrass her. "Ghoulia? Did you do it?" Ben asked in a shaky voice. "Is she fully repaired?"

"Eeeeh!" was the reply.

"Well, how do we boot her back up?" Ben asked eagerly.

"Aaaaaiiiiiii-yyyyaaaaaaaaaaaaaaahhhhhhhh." Ghoulia moaned, a smirk on her face.

Ben cocked an eyebrow. "Is that how it really works, or are you pulling my leg?" he asked skeptically.

Ghoulia jerked her head up and down, perhaps a little too quickly. Ben narrowed his eyes but shrugged it off; if it was the only way, then he wouldn't hesitate to do it. He sucked an a deep breath and realized that his palms were sweaty, his nerves grating. Was Robecca really fixed? Even if she was, would she remember her past, her friends and family? Would she remember him? He then realized he was just psyching himself out and decided to get it over with, ready to have his Copper Beauty back.

He quickly leaned down on the table and smashed his lips against her cold copper lips, putting everything he had into it. He poured every memory, every special moment he had with Robecca into the kiss, similar to how he had recharged Frankie during the raid that had sent them spiraling into this mess in the first place. He soon parted and grimly looked over the copper girl, fearing Ghoulia had been wrong and it didn't work. He was about to leave the lab to go sulk when his eye caught a slight movement in Robecca's fingertips. Slowly, but surely, Robecca's eyes fluttered open and she sat up on the table with a blank expression.

"Robecca Steam is online and fully operational," she said in a monotone voice, devoid of any emotion. Her head twisted to gaze upon Ben, her optical sensors blinking as she studied him with blank eyes, and for a moment Ben believed she had lost her memory when Ghoulia had done repairs on her processor. Robecca's face then split into a grin, and Ben knew he was wrong. He rushed over to the table and scooped up his Copper Beauty and hugging her tight as Robecca embraced, happy to be reunited once more. Ghoulia stood by with a smirk on her face and red on her cheeks.

"You don't mind dating a robot?" Robecca asked.

"Does this answer you're question?" Ben asked, pressing his lips to hers. A massive amount of steam escaped from Robecca's ears, engulfing the lovers and blocking Ghoulia's view as the happy couple made out right then and there, Ben slipping his tongue into her mouth as she did the same. Ben didn't quite know what material Robecca's tongue was, but honestly didn't care. He loved her dearly, his Copper Beauty, and that was all that mattered, that they were together again after so long. Robecca was having the time of her life, having the privilege of seeing Ben's smiling face the first moment she woke up. One moment she had been seeing blackness, and the next was Ben's shining face, with Ghoulia standing in the background of a strange lab, apparently missing her legs; she was sure Ben would explain later. Right now though, all she wanted to do was show the love of her life how much she had missed him. And that was all that mattered.

**And there it is! How I am able to post this chapters up so quickly is beyond me. Oh wait, yes I do! Not only to I have awesome and loyal readers like you (yes, you. The very one reading this right now!), but I also happen to be a Tetramand who has perished and spends his free time in the Underworld working on his stories (yes, I'm a guy writing a Ben 10/Monster High Xover. Don't judge!). When one is dead and actually has access to Wifi, the possibilities are nearly limitless, as the Underworld rarely has issues with the internet; Hades makes sure of that.**

**But enough about my new digs! I should probably begin the pathetic begging for some fan art for this story, but I probably shouldn't. I really shouldn't.**

**Ah, what the heck.**

**PLEASEPLEASEPLEASEPLEASEPLEASEPLEASEPLEASEPLEASEPLEASEPLEASEPLEPLEASEPLEASEPLEASEPLEASEPLEASEPLEASEPLEASEPLEASEPLEASEPLEASEPLEASEPLEASEPLEASEPLEASEPLEASEPLEASEPLEPLEASEPLEASEPLEASEPLEASEPLEASEPLEASEPLEASEPLEASEPLEASEPLEASEPLEASEPLEASEPLEASEPLEASEPLEASEPLEASEPLEPLEASEPLEASEPLEASEPLEASEPLEASEPLEASE!**

**There. I think I've humiliated myself enough.**

**As always, comment, review, suggest, and request below, and I shall have the next chapter out in a couple of weeks!**

**Hasta Luego!**


	22. A Way Big Problem

**And I'm coming back from the Underworld with a new chapter! Why is that I always feel like yelling during these author notes anyways? Must be a side effect of being in the Underworld or something.**

**As always, comment, review, suggest, and request below or PM me if you would like to keep things private, so to speak. I promise, nobody but me and the billions of souls down in Underworld will see it. Oh, and Hades of course. He's surprisingly a big fan of my story. Who knew?**

The wind was blowing past Robecca, getting caught in her blue and black hair as it simply slid over her bronze plating. She hung on tightly to the thick, green color that hung around her lover's neck as he thundered across the barren landscape, stopping every now and then to sniff the ground before taking off once more. Robecca could feel Venus's fingernails dig into her copper colored skin as they sped up, the Vulpimancer letting out a hoarse roar as it ran.

Now that most of the new comers were well enough to work for the Rebellion, Twyla had made it a point to send them out on simple missions and subject them to simple exercises, so that they could both work towards their goals. The Rebellion leader had decided to send Ben, Robecca, and Venus out on a recon mission towards Zs'Skayr's next base of operations; now that they had Gigi back and out of harms way, the Rebellion leader wanted to strike fast and hard to keep Zs'Skayr 's mind off of finding Whisp, too distracted by the many attacks on his troops and fortresses to worry about the shadow genie.

Which was why Wildmutt, Robecca, and Venus were out in sub-zero temperatures in the middle of a snow storm. And Skurd's constant whining about the freezing cold was starting to them all a little crazy.

"Skurd, I know exactly how you feel; I'm not used to these temperatures either," Venus said as calmly as she could through gritted fangs. "But for the love of fertilizer, will you please shut up!?"

The Slimebiote huffed and slithered off to some other part of Wildmutt's body, hopefully some place that was warmer than riding on the green collar in the freezing wind. After a few minutes of pleasant silence, Robecca spoke. "So, this what the future's become?"

Venus nodded grimly as Wildmutt slowed to a stalking motion, his large shoulder rising and falling as he put one foot in front of the other. "Ben's absence made it all too easy for Zs'Skayr to take over the world. As if that wasn't bad enough, Maltruant's supposed to be around here too. Somewhere." she added grimly. Robecca felt like her memory banks were going to explode with this much information given to her in a short amount of time. The moment she had woken up had been one of her happiest, but that had quickly turned around when Ben and Twyla had informed her about what she had missed while she was dead. On the bright side, they had managed to recover her gear, though it was still depleted of power.

Her thoughts were shaken free when Wildmutt came to a stop behind a large snow back, bending down close to the ground so the ghouls could hop off. Robecca did so without any problem, the cold not bothering her in the slightest; she had an internal furnace that kept her systems running in freezing weather. Venus however, was another story. Her skin had turned a pale shade of green and she held herself tightly, her fangs chattering as the wind blew past her, seemingly to get into every fiber of her being. The Omnitrix timed out and Ben handed her his white hoodie, not minding being freezing for a brief moment. While Venus gladly took the sweatshirt and put it on, flipping the hood up to conserve as much body heat as possible, she was still freezing. Feeling sorry for the plant girl, Robecca grabbed her arm and pulled her in close, giving her a tight hug.

Venus felt both surprised, embarrassed, and awkward at the same time, but what she mostly felt was warmth. Robecca's furnace was radiating heat throughout her body, her metal skin warming up and keeping Venus at a constant temperature. Her cheeks turning pink at the situation they were in, both she and Robecca sneaked up next to Ben, holding each other tightly as they peered over the snow bank to peer down at the structure before them.

It looked like a gigantic castle of sorts, with high and impressive walls surrounding the main structure, spikes decorating every possible feature; spikes on the walls, spikes on the towers, spikes on the windows, everywhere had spikes. As if the creepy building wasn't spooky enough, the guards and seeming residents didn't seem to be affected by the Corrodium that had infected the entire world because of one simple fact: they were Ectonurites.

Hundreds of the ghost-like aliens patrolled the walls and towers, their black shapes swooping past the windows inside as a few drifted through the air above the castle, providing surveillance of sorts. It was a wonder they hadn't been spotted yet. And the Ectonurite guards were especially creepy; while they all possessed the general ghost shape, some had multiple head-like protrusions on their bodies, though only one of them possessed an eye. Others wore burlap sacks over their heads, torn holes showcasing their toothy grins and eyes, shackles that rattled in the freezing winds, a few even wore straightjackets, as if they were mentally insane but sane enough to work.

"How many ghosts do you think are this haunted mansion, 999?" Ben joked. The ghouls rolled their eyes and separated from each other, Venus actually seeming a little disappointed, though she hid this fact from Ben or Robecca. The trio slunk low behind the snow drifts, keeping their eyes trained on the spiked fortress in the hopes of noticing something important. Something caught Venus's eye, and she pointed this out to her partners; a small band of Corrodium infected soldiers came trudging up to the castle, some of them carrying wounded and injured soldiers. The Ectonurite guards on the walls overlooking the guards alerted the rest of the castle, a large group of the aliens came floating through the closed gate, swooping and swirling over the army and plunking up the weak and injured in their wicked claws, actually seeming to be careful as they flew back to the castle. The army then set up camp outside of the castle, waiting for something.

"What was that all about?" Robecca whispered.

Ben frowned and studied the scene. "I dunno, but it-"

"It's a hospital." Venus breathed. Robecca and Ben glanced at her with odd expressions until Venus explained her idea. "Think about it. Why else would the guards take only the injured into the castle, and leave the rest of the army outside? And instead of leaving, the army waits outside. As if they're waiting for their comrades to come back out, healed and ready to fight again."

"When you put it like that, it actually makes sense," Ben murmured. "But we're going to need more information. We need to get inside." he thought. "I could get inside no problem, but you two are going to be a problem."

"I could wear a sheet and pose as a ghost," Robecca suggested. "I can use my rocket boots to fly."

Ben thought it over. "It could work, but that would leave Venus out of it. And we all need to get inside," he grumbled. The trio bounced around ideas for a few minutes, diving into a snow bank when a guard got too close for comfort; Venus was once again freezing cold and had to warm up with Robecca once more, which she actually found comforting. It wasn't until they had to dive into the snow bank again did they come with an idea.

Or rather, Skurd did.

* * *

"You're sure this is going to work?" Ghostfreak rasped to his gooey partner.

"Have I ever steered you wrong, dear boy?" Skurd asked. "Don't answer that." he added when the Ectonurite seemed about to say something.

"Can we hurry this up? I'm getting cold again." Venus asked, once again cold now that Ben's hoodie had been returned to him. If their plan was to work, every trace of Ben had to be gone, including his hoodie; even the Omnitrix symbol on his chest had to be covered up by a spare bronze cap Robecca had. With rattled nerves, the trio edged towards the gate, Robecca and Venus's hands bound together with handcuffs Twyla had provided them with before the mission. The plan was simple; Ghostfreak would pose as a fellow Ectonurite and "turn in" Robecca and Venus as enemies of the high Ecto Lord, Zs'Skayr. With two prisoners in hand, they would gain entrance to the fortress and be able to scope the place out before making a hasty retreat.

"Halt! Who dares approach us?" a raspy voice called from overhead, and Ghostfreak looked upwards to see an Ectonurite holding a weapon that looked like a three headed spear of sorts.

"I come bearing prisoners, fellow Ectonurite!" Ghostfreak called up, roughly shoving Robecca and Venus forward for the guard to see. "They are enemies of the high ecto Lord, plotting his demise! I have brought them here for questioning!"

The guard above the glanced curiously to several of his comrades, and Ghostfreak feared the plan had failed. Not only would they be swamped within minutes by hundreds of Ectonurite guards and most likely shush-kabobed, but there was a rather large army of Corrodium infected spawn less than a dozen yards away, looking at the two ghouls with hunger in their savage eyes. After what felt like eternity, the guard above gestured for them to enter, and the trio nearly collapsed with relief. Ghostfreak grabbed each of the two ghouls by their shoulders with his talons and flew upwards and over the wall, dropping the two ghouls to the ground about half a dozen feet up before descending. A guard directed them to a prison cell for Venus and Robecca where they would be kept until questioning by the castle's leader would begin. Ghostfreak opted to stay and guard the two ghouls, saying he wanted to taunt them a little more and see if they would spill anything early; the guard had been skeptical, but had relented when Ghostfreak threatened to tell the head of the castle that he had gotten in the way of the master plan.

Minutes after the guard had left and the dungeon door had closed, Ghostfreak took the bronze cap off of the Omnitrix and slapped it, being briefly changed back into his human form before he was injected with new alien DNA. His body began to grow as millions of muscles piled onto every part of his body, his fingers and hands swelling as alien blood pumped through his veins. Stitches appeared on his body as the transformation teared through his shirt, ripping it to shreds as patchwork skin took the place of his old one. A pair of green gauntlets formed on his hands as metallic bolts burst out from his body on his arms and back, twin gigantic conductors tearing out of his shoulders and crackling with electricity as a pair of black pants and large boots appeared on Ben. His jaw jutted outwards, a few teeth sticking out as his hair turned jet black and became long and shaggy. The final piece of the transformation was the Omnitrix popping out his right pectoral muscle, a large scar etching outwards from it as if the device had been ripped out of his body.

With his conductors crackling and lighting up the darkness, Frankenstrike grabbed the bars of the cell Robecca and Venus shared and tore it free from the cold, stone wall of the dungeon, a few rocks loudly falling to the floor as the two ghouls stepped out. "You were a bit rough back there weren't you, luv?" Robecca scolded the Transylian, rubbing her wrists.

"I had to make it look convincing," he shrugged. "Now, if I were some top secret plans, where would I be hiding?" he wondered, scratching his head. As he was thinking, Frankenstrike began to pace the floor, absentmindedly wandering about as he pondered the situation. Unfortunately, the dungeons were not known for being clean or dry for that matter, and thus Frankenstrike slipped in a puddle of water, landing flat on his back with a loud _bang!_

"Ben! Keep it down!" Venus hissed.

"Ben?" a frail voice called out from somewhere in the darkness. Frankenstrike glanced about in confusion, trying to locate the source of the sound as Robecca and Venus attempted to do the same. "Um, did you want something, Mr. Mysterious Voice?" he called out, hoping for an answer.

"Over here, you ninny." a gruff voice growled from somewhere in the darkness. The ghouls began to blindly follow the sound of the voice in the darkness before Frankenstrike found an old torch stub that was dry enough and lit it up with a zap of his conductors, providing a bright enough light source to see into the darkness. The trio walked a short distance, the only light being their single torch as the voice would call every now and again, seeming to change every time. First it would sound soft and tired, and the next it would sound rough and aggressive. Eventually, they across another cell in the darkness, the bars old and rusted, but strong enough to apparently keep its occupants in.

"Mr. and Mrs. Stein?" Frankenstrike wondered as he peered into the cell. Indeed, it was Frankie's parents, bound and chained to the wall by strong chains. The couple were looking worse for wear, their clothes tattered and torn as scratches and bruises decorated their bodies. Viktor had grown a beard since the last time he and Ben had encountered, and Viveka's hair was long and shaggy, having not been cut in a long time. "For once, I am pleased to your face again, Tennyson," Viktor growled.

"I'm guessing you're still upset about what happened to Frankie?" Frankenstrike guessed.

"What do your think, you incompetent fool!?" Viktor roared, his angered voice echoing throughout the dungeon and scattering a cloud of bats that had taken residence in the ceiling.

"Dear, try to keep it down. If you alert the guards, there won't be anyway Ben and his friends can get us out." Viveka said weakly from the cell, her voice cracked and hoarse with age.

"Yeah, if you ever want to see Frankie again-"

"Frankie is alive!?" Viveka shrieked.

Frankenstrike uncovered his ears before speaking. "Uh, yeah. Did you think I would seriously let Zs'Skayr take Frankie lying down?"

"Don't you dare say that name in my presence!" Viktor yelled. "Now be useful for once in your life and extricate us from these shackles!"

Frankenstrike frowned and handed the torch to Venus, who gladly took it. With a grunt, he put his hands on the bars and bent them with ease, creating an open big enough for him to enter. He trudged into the cell and released Viveka first, tearing the chain loose from the wall and then breaking it off of her wrist, accidentally pulling the hand off entirely. He then moved onto Viktor as Viveka put her hand back onto her arm, watching as Frankenstrike broke the chains from the wall and broke the shackles on the living cadaver.

"You're welcome," Frankenstrike grumbled.

"I never said thank you, you fool." Viktor growled.

"You're welcome," Frankenstrike repeated with a mischievous grin. Viktor paused and realized he had been made the butt of a joke; it took the combined strength of his wife, Robecca, and Venus to hold the monster back, and even then he nearly caught the Transylian in his mad attempt to strangle him. After a few minutes of this, Viktor finally calmed down enough for Frankenstrike to give both adults the short version of what had happened so far, Venus and Robecca interjecting every now and then with their own inputs.

"I'm just relieved that Frankie's all right," Viveka sighed, leaning against the cold, stone wall of the prison. "Do you think you could take us to her?" she pleaded.

"We were actually supposed to find out about Zs'Skayr's plans," Frankenstrike explained. "If you two happen to know something-"

"We do, dear boy," Viktor interrupted. "We used to agents of the Rebellion ourselves before we got caught. That Twyla girl is a very decent leader." he added.

"And you couldn't have mentioned that before?" Frankenstrike sighed, pinching his brow with his oversized fingers. Viktor smirked; his revenge had been made.

"Fine. Lets get out of here," Frankenstrike sighed, just as the green light timed out and reverted him back to his human state. Ignoring Viktor's obvious interest in the device, Ben cycled through his aliens, hoping that the Omnitrix would give him an alien that he could use. He then slapped the activation button, letting the green light washing over him and changing his DNA. His shot up about three feet, drawing about even with Viktor Stein as ever last strand of hair was sucked back into his body, making him completely bald. His bare skin then slowly turned a light green as his jaw jutted outwards and his tongue became long and elastic, just barely staying inside his changing mouth. Before anyone could even seen the alien's eyes, a pair of dark sunglasses appeared on his face, discouraging the view as the transformation continued. Ben's fingers molded together into three digits as muscles piled themselves onto his arms, chest, and legs, his toes turning into two long digits. A black bodysuit with green cuffs on the wrists appeared on his body, a green stripe materializing on the clothing as an airtank of sorts appeared on his back. The Omnitrix and Skurd appeared on the breathing device, the transformation complete.

"Bullfrag? AO, what gives!?" the Incursean complained.

"You honestly haven't figured out how to work that contraption of yours?" Viktor grumbled.

"Now you know what I have to put up with every day of my life so far," Skurd sighed, rubbing his beady little eyes with his tiny tentacles.

"Can it, Snot Rag." Bullfrag shot back, slapping the Omnitrix.

_**FWOOM!**_

"I say, this is quite unprecedented.!" Molestache complained.

_**FWOOM!**_

"Eatle? Seriously?" the large, bug-like alien grumbled before slapping the Omnitrix on his chest.

_**FWOOM!**_

"Arctiguana?" the Polar Manzardill sighed.

"Isn't cold enough?" Venus griped, shivering once more.

_**FWOOM!**_

"This is just getting ridiculous," Ripjaws grumbled, folding his arms over his bare chest and shivering, his breath appearing in the air before him.

"Mind if I have a go at it?" Skurd asked.

"Why not? Not like you'll have better luck at this thing." the Piscciss Volann growled. Skurd snorted and turned to the Omnitrix, tapping his tentacles lightly on the device before giving Ripjaws the thumbs up and scooting aside as the webbed hand came down. Everything about him began to change in one single way: it got big. It got huge. It got enormous as Ben's frame rocketed upwards towards the roof of the dungeon, dwarfing everyone below him. The dungeon began to shake and rumble, years wroth of dust falling from the ceiling as Ben's expanding back pressed against the ceiling and suddenly tore through with a loud _crack!_ His skin turned a pale, metallic white and red, large, thin blades growing out of her wrists and arms, fins sprouting from her waist, wrists, and shoulders. A large, thin red crest rose up from his head, adding to his height. He continued to shoot upwards, growing taller and taller as he pushed through almost a dozen separate floors, tearing them into pieces as his growing body pushed them aside. Hard, metal knobs grew out from the corners of his mouth and he could feel a pair of organs forming in his hands, filling up with a sort of corrosive acid. The Omnitrix and a microscopic Skurd appeared on his chest, finishing the transformation.

"Way Big? Might have been way _too _big," the To'kustar commented as he looked himself over, standing in the ruins of the castle.

"Oh, that was so funny, I forgot to laugh." Skurd grumbled. Panicking Ectonurites swarmed around them, attempting to strike at the alien giant when they found out that the Omnitrix prevented Way Big from being possessed. Way Big swatted at them like a cloud flies, knocking most of them aside as he quickly stooped down and set down his hand to let the nearly invisible ghouls and Steins climb on. Once they were safely within his gigantic hand, Way Big closed his fist and stepped out of the wreckage of the castle and began to jog off into the distance. As he ran away he moved his hand up to his shoulder and opened it up, letting his passengers step off onto his shoulder.

"Um, luv, I hate to break this to you, but they're comin' after us!" Robecca cried out, gripping tightly against Way Big's skin as the cold wind rushed over them, the To'kustar's arms pumping up and down as he ran away as fast as he could. Way Big cast a look over his shoulder, grumbling under his breath when he saw clouds of Ectonurites shooting after him, a black and purple and incredibly _vengeful _army of Corrodium infected mutants. Way Big could have easily crushed every mutant under his foot without even trying, but the Ectonurites would be another problem; not only could they simply phase through every attack he'd throw at them, but if they managed to get near his ghouls or the Steins, it would be all over. Desperate, Way Big whirled around and crossed his arms over each other, right arm vertical and left arm horizontal, thumbs facing him as he felt heat build up in his wrists. A bright green beam of light burst out, aimed right at the swarm of Ectonurites and incinerating most of them before whipping back around to gain more distance.

"That watch of yours is simply amazing," Viktor noted with amazment.

"Isn't it?" Way Big smirked. "And watch this. Skurd?"

"Alright, alright. Stop working me to the bone." the Slimebiote grumbled as he stretched himself over Way Big's legs, an impressive feet for someone so small.

"You don't even have bones!" Way Big shot back as a green light engulfed his legs and changed them into exact, albeit gigantic, versions of Crashhopper's. With a grunt, Way Big bent his legs and pushed off the ground, skyrocketing into the air, the wind rushing past his face. The G-force was incredible against the smaller passengers, most them screaming for their lives as the pressure pressed them against the To'kustar's shoulder; Venus had, fortunately, passed out after a few seconds of being airborne.

After they reached their maximum height, nearly touching the edge of the atmosphere, they cameobecca's shooting back down, Way Big covering his face as his body was engulfed in flames. His tiny passengers continued to scream as they came crashing back down to earth, pushing past the clouds as the ground came up to meet them. At the last moment, Way Big swung his body around so that he would land feet first, aiming for the tiny blob of black and purple beneath him. Robecca bit her lip and shut her eyes as a loud, sickening combination of crunches and squishes met her auditory sensors. She cracked open her eyes upon hearing the Omnitrix time out, or at least Skurd 'deactivated'; when she opened her eyes, the insect-like legs were gone and were replaced by Way Big's regular legs.

They continued running for a few more miles, running across snow covered ground and quickly ditching the last of the Ectonurites, despite Way Big being easy to spot from half a hundred miles away. He began to take a long detour back towards the base, just to make sure he had shaken their chasers, running across flat plains and through a wide canyon that reached as high as his neck. Venus eventually woke up to find herself being held against Robecca's warm, metal plating, a feeling that Venus found oddly endearing. This made her think; was she seriously crushing on her ghoulfriend when she was already in a relationship?

_Oh, this is so confusing, _she mentally sighed. Not only was she questioning her sexuality, but her sense of faith as well. She truly did love Ben, and not just for his Menthanosian and Florauna forms either; he kind, relatively smart, and she had never had more fun than before his coming to her universe. Robecca was one of her closest friends, and she had never felt this way about her before. Did she just like the Copper Beauty because she could keep her warm?

Venus glanced up at Robecca, whose attention was on the trip back to the base. She looked absolutely stunning in the cold sunlight, the way her jet black locks and abyss blue hair waved in the cool breeze. Her bright, hazel eyes shone in the sun, like molten orbs of hot liquid metal. Her lips were a perfect, tawny bronze color; Venus wanted to feel them against her own. She mentally slapped herself for thinking such thoughts and instead focused on enjoying the view with Robecca. Such thoughts should be reserved for later.

* * *

"Hey, babe."

Abbey sighed and closed her eyes, counting to 10 in Russian before turning around to look down on Heath.

"How many times must Abbey tell you?" Abbey said as calmly as she could.

"Right, right. Abbey, not babe. Abbey." Heath said sheepishly, scratching the back of his head under the girl's cold stare.

"What do you want from Abbey?" she asked.

"Uh, I was, um, wondering if you knew when Ben would be back," Heath asked. Abbey sighed and shook her head, leaning against the wall of the hallway.

"I do not know he will return," she answered. "Abbey very busy with training."

Training?"

"Yes," Abbey smirked. She suddenly lunged forward and swiped Heath's legs out from under him, sending him to the floor. Before he could even register what had happened, Abbey grabbed his arm and judo flipped him hard, landing him on his back faster than he could blink. She then proudly rested a foot on Heath's chest, smirking at his defeat. "Dragon girl has been training Abbey in arts of martial." she finished. Heath groaned as Abbey got off him and helped him to his feet. Heath opened his mouth to say something else when the entire base began to shake and rumble in rhythm.

"That would be Ben," Abbey smiled. "Boogey Girl be glad he back." Without another word, Abbey turned around and walked off towards the base's entrance, leaving Heath standing alone in the hallway. The fire elemental sighed and shuffled after her. No matter how he presented himself, he simply couldn't catch Abbey's eye. _If only she would fall for me as easily as every other ghoul has for Ben! _ he thought miserably. Then, the most miraculous thing happened.

Heath had an idea.

And not just some hair-brained scheme that could result in terrifying adventures and escapades that the Monster High gang always seemed to come across, but a plan that was both safe (as far as he knew) and possibly effective. The only thing he needed was Ben himself. With renewed energy, Heath ran towards the entrance of the base, passing by seemingly endless doors and turns before coming across the exit of the base.

Heath then stepped outside, meeting Twyla, Abbey, Nefera, Spectra, and Jinafire out in the freezing cold. They were quickly cast into darkness as Way Big walked through the base, being careful to avoid the chain link fences, vehicles, and storage houses as he walked towards the main door. He stopped just short of the ghouls and Heath, standing a mere half a dozen feet away from them as he reached up to his shoulder and pulled something free from it. The To'kustar then brought his hand down to the ground and opened it up, letting four figures fall to the snow as he was engulfed in a bright green light and reduced back to Ben.

"How'd the mission go?" Twyla asked with urge. Ben brushed snow off of him and was about to speak when his snot-colored side kick interrupted him.

"Splendid, glorious leader," Skurd said, bowing slightly. Twyla's cheeks flushed red as he continued. "We successfully infiltrated the base and discovered some keys facts about it before we found this lovely couple locked away in the dungeon," he added, gesturing towards Viktor and Viveka with his tiny tentacles. "And then this hooligan here destroyed with his oafish clumsiness."

"Yeah, what he said." Ben grumbled.

Twyla smiled and shook her head, turning her attention to Viktor and Viveka. "Glad to have you back, Mr. and Mrs. Stein," she greeted them. "Frankie is currently residing in the infirmary. She should be waking up any day now."

Viktor nodded grimly. "If it is alright, I would like to check up on her. I am sure Ghoulia did a fine job in my absence, but I do know more about Frankie than anyone else."

Twyla sighed. "Fine. But stay out of Ghoulia's lab while you're in there please. We want to avoid another prank war if possible."

"They were not childish pranks!" Viktor argued. "That child stole my wrench without my permission and refused to return it! These "pranks" you speak of were tactic attempts to retrieve it!"

"By nearly burning down Ghoulia's lab?"

Viktor attempted to come up with another excuse, but could not unfortunately find one and admitted defeat. He then lumbered back into the base, Viveka following after him, eager to see her daughter after so long. Twyla went after them, deciding to go with them just in case Dr. Viktor got any ideas. Ben cocked an eyebrow but shrugged it off as Nefera and Spectra happily wrapped their arms around him, eager to have him back.

"Hey, uh, Ben? Can I talk to you?" Heath asked.

"Sure. I'll meet you two in the training room, alright?" he suggested to Nefera and Spectra. The two ghouls nodded and strolled back into the base, Abbey and Jinafire following behind.

"If you get the chance, Ben, I need to speak to you too." Venus added as Robecca helped her up and into the nice, warm base; Venus would never take heat for granted ever again. First thing she would do upon returning back to her proper time was take a vacation to South Scaremerica.

"What do ya need help with?" Ben asked.

"Abbey," Heath simply replied.

"What about her?"

"I just can't get her to fall for me," Heath sighed. "No matter what I try, she doesn't fall for me like Spectra or Robecca ever did for you."

Ben smiled and shook his head. "Dude, I was just myself. Being yourself is the best thing you can ever do. Besides, do you really think Abbey would tolerate you constantly asking her out and 'mispronouncing' her name if she didn't like you?"

"She likes me?" Heath asked, bewildered.

"Duh. She just hasn't gonna cuckoo for ya because she's Abbey," Ben told him.

"I don't get it." said Heath.

"Just be yourself, dude." Ben sighed, pulling Heath back into the base.

* * *

Venus nervously played with her hair, biting her lip as she waited for the inevitable. She had to tell Ben and Robecca about what was happening to her. If she didn't, it just come back to haunt her in the future, never seemingly going away and inflating like a balloon until it popped into the worst possible situation. She had fortunately, asked both of them to meet her in the base's green house, which calmed her nerves a little; being surrounded by fellow plants just seemed to help with her problems.

She had to admire the base's green house; everything down to the last tomato plant was perfect, irrigation systems lining the walkways and watering the many plants. Grapes hung from the ceiling over patches of cabbages and carrots, and towering vines of ripe tomatoes guarded peppers and berry bushes. Cornstalks were dwarfed by the single apple tree that stood at the center of the green house, resting on a small, artificial island, of which Gourmand inspired mini-bots both harvested the food with their artificial tongues and kept the water ways clean. It was on this island, underneath this tree, that Venus sat, waiting for both her lovers to come to her.

The hiss of the door over the constant sound of rushing water and the slurping of the Gourmand-bots, and Venus looked up to see Robecca at the door, Swampfire standing behind her with an exhausted look on his face. Venus cocked an eyebrow as they both stepped into the green house, walking down the path and casting looks at the different plants.

"Why are you Swampfire?" Venus asked when they managed to get across the small canal and onto the island she had resided on.

"Training," the Menthanosian simply replied as the green light washed over him and reverted him back to Ben. "Any particular reason you invited us both here?" he asked, sittng down on the soft grass with Robecca.

Venus bit her lip even harder, drawing a trickle of green colored blood from her ruby red lips.

"Ben, you know I love you, right?" she asked nervously. Ben nodded, raising an eyebrow.

"And Robecca, you know your one of my best ghoulfriends?"

"Of course." the copper skinned girl nodded.

"Well," Venus bit her lip even harder, swearing she felt her fangs actually go through her lip. Now was the tough part that could break both relationships with both Ben and Robecca. She had to choose the right words in order for this to go right.

"What if I told you . . . . that I loved _both _of you?" she asked quietly, wincing as the question escaped her lips. The silence that followed was so thick one could have cut it with a knife, the only sound coming from the rush of the water and slurping of the Gourmand-bots as they scraped away at the algae that had built up on the bottoms of the irrigation canals. Ben was looking back and forth between Venus and Robecca, the copper girl's cheeks flushed a deep red upon hearing the question.

"Ooooh! Twist!" Skurd cried happily, wringing his tentacles with anticipation.

The ghouls and Ben ignored the Slimebiote. "So. Um, how long have you felt about this?" Robecca asked quietly.

"For a while, I guess." Venus admitted, full of shame.

"We might as well talk it," Ben sighed. "I know some monsters kind of look down on us, what with me having multiple girlfriends at the same. They keep on saying that I'll have to choose one eventually."

"That's bull," Venus swore, not feeling sorry in the least as Ben and Robecca looked at her in shock.

"Right," said Ben. "Um, anyways, I think this issue solves part of the problem. Robecca, if you feel the same way back, it kind of wouldn't matter. I'm dating both of you, your both dating me, and you technically be dating each other. Since we'd all be dating each other . . ." Ben trailed off as Venus's face brightened a little.

"I'm totally cool with it," Ben summed up. "It's just all up to Robecca if she wants to go with it." Six pairs of eyes, Skurd included, turned to look at Robecca. The Copper Beauty glanced between Ben and Venus, steam escaping from her ears as her processor went bonkers. She had long felt the same feelings for Venus, finding her incredibly attractive and beautiful; she had suppressed the feelings though, feeling that the beautiful plant monster would not feel the same way. And now that her secret love felt the same way, could she really date both of them?

Venus was of the same gender, so there was that issue. She honestly didn't care, loving her long, luscious hair, her bright eyes and lips, her beautiful figure, her fiery and rebellious attitude.

She loved for the same reasons, his handsome face and body, his goofy and heroic attitude, his charming exterior and kind actions. Could she choose just one, or could she possibly have both?

Gulping, she finally spoke, finding her throat dry as the words slowly came out. "Y-yes." she whispered, a massive cloud steam escaping her ears as her cheeks turned red. Venus immediately brightened and scooted over to Robecca, wrapping her arms around the bronze girl and pulling her close, planting a sweet kiss on her cheek. Robecca smiled and gently put her hand on Venus's cheek, setting her own lips to hers and going full out, each girl wrapping their arms around each other in their make out session.

Ben himself was incredibly turned on, as every boy would when they saw two hot, and incredibly attractive girls making out in front of him. And the fact that he loved both of them to the fullest extent of the word just made it all the sweeter. His vision was suddenly engulfed in a flash of green light. First was the light covering of light and dark blue fur. It covered his whole body as he shrunk down to the size of a large bulldog. He was forced to hunch forward as his spine arched that way, a long tail sprouting from the base of his spine. His arms became thin, yet strong, designed to pull himself up and down, left and right, and whichever direction he pleased. He lost two fingers on each hand, but gained a second pair of similar arms that split out from his sides, thankfully already covered in skin and fur. Three pairs of green eyes appeared on his face as the fur on his head was flipped up and back. His jaw jutted out in an ape-like fashion as two, sharp canine teeth poked from his bottom lip at the corners of his mouth. Two green sashes appeared across his chest like an X with the Omnitrix symbol in the center, finishing the transformation.

With an excited screech, Spidermonkey jumped at the two girls, grabbing both of them in his arms and swinging them up easily into the apple tree, hugging them both tightly as ghouls broke the kiss to hug the Aracnichimp. "Luv, why did you turn into Spidermonkey?" Robecca asked once they were all comfortable in tree's embrace.

"I honestly have no idea, ook ook!" Spidermonkey chattered. "I didn't even activate the Omnitrix."

Upon hearing that, all eyes turned to glance at Skurd, who was guiltily twiddling his tentacles. "What? I thought it would make for a great dramatic effect." he said innocently.

"You are weird."

"Get use to it, dear boy!"

* * *

The first thing Frankie noticed when she came to was the sound of uncontrolable sobbing and the constant rumble of heavy footsteps on the floor, the dull thrumming coming through the wall next door. With a groan, she cracked open her eyes, squeezing them shut again upon finding a bright light shone into them. Braving the bright light, she opened her eyes once more and attempted to sit up, succeeding after a few attempts.

"Ugh, what hit me?" she moaned sleepily.

"Frankie! You're awake!" Frankie fully opened her eyes upon hearing her Mom's voice and nearly choked when her Mom suddenly pulled her into a worried hug. Frankie looked around the room, absolutely confused as to where she was and what was going on. She saw her father standing off to the side, wiping a tear of joy from his eye. To her left was Gigi, apparently just sleeping peacefully, completely dead to the world.

"What happened? Where am I? Where's Ben?" Frankie asked, noticing her father's face twist with disapproval.

"You were, to put it simply, transported fifty years into the future, dear," her father explained with a heavy sigh. "You are in the Rebellion's Secret Base, having suffered damage to several parts of your body and being drained of all energy. As to where that miscreant Tennyson is-"

"I didn't know you cared." a smug voice said jokingly. A black and blue blur had rushed into the room faster than Frankie could blink, screeching to a stop in front of Frankie's bed with Robecca and Venus hanging on tightly. Both ghouls dropped to the floor as a green light washed over Fasttrack and reverted him back to Ben. "Glad to see you're finally awake, babe." Ben said playfully, Frankie turning a light shade of pink.

"Tennyson," Viktor growled. "Stop referring to my daughter as 'babe' or 'baby' and the likes. It was bad enough when Holt did it." he added quietly.

"Dear, you use to say the same thing to me when we were still dating," Viveka chirped, a smug smile on her face when her husband tried to hide. "Even if the only date outside of your father's lab was running away from an angry mob."

All the teens snickered at the comment, Viktor greatly humbled. "Again, happy to see you're awake." Ben said with a smile. Frankie grinned back, relaxing back in bed upon feeling a slight pain in her head. Despite having slept for days on end, she was still exhausted. She then noticed that Robecca and Venus had remained silent for most of the conversation. Not only that, but both of them were _holding hands._

Frankie blinked. "Um, Robecca? Venus? Is there something you want to tell me?" she asked.

Both ghouls turned a bright shade of red as Ben grinned and decided to save both of them the misery of explaining. "Yes, they are dating. And yes, they are dating me as well," he told Frankie. "Kind of solves the issue of me dating multiple ghouls."

"Excuse me!?" Viktor roared, immediately be shushed by everyone in the med bay, Ben pointing towards Gigi, who grumbled and turned over in her sleep. Viktor nodded. "Excuse me!?" he repeated in a much quieter voice.

Ben shrugged. "Ghouls just can't keep their hands off of me." he joked.

"You are not dating my daughter if you are dating someone else!" Viktor yelled at the top of his lungs. Ben sighed and pinched his brow. "Then you're absolutely going to hate me for this." he said simply. He quickly accessed the Omnitrix and slapped the activation button without even looking at who he transformed into. His skin suddenly exploded into patterns of the prime colors, red, blue, and yellow, racing and dancing over his body until it looked like a paint truck had exploded on him. He looked down at his feet to find them completely vanishing into box-shaped toes, rings of cubes and squares racing up his legs with the sound of a thousand clattering LEGO bricks. The rings ran up his body, becoming wider as they reached his chest and arms, his fingers melting together to form three digits on each hand. The blocks raced up his back and neck to envelope his face, making his face cubular and boxy as the Omnitrix appeared on his chest, completing the transformation.

Catching onto his plan, Venus and Robecca quickly climbed onto Bloxx's back as the Segmentasapien stretched out his arms and grabbed a sleeping Gigi in one, and Frankie in the other, quickly putting both ghouls on his back and quickly building seat belts of sorts around each ghoul's waist before running out of the med bay, using his long arms to pull himself forward as fast as he could as he ran away.

"**TENNYSON!"** Viktor roared.

"Your Dad really needs to take a chill-pill, Frankie." Bloxx grumbled.

"You have no idea." Frankie sighed.

**And there it is! Sorry if you didn't like the ending, but I always wanted to write Frankie's dad doing that. **

**Some questions to address!**

**I am sorry if Skurd was silent most of the time for the last chapter. I honestly forgot about him a little, even if he is fun to write.**

**Paradox is Paradox. He only appears when necessary. And despite the situation, he is not needed at the moment.**

**The reason Gigi can't use the wishes to bring Lagoona and the others back to life is because she can't do it without Whisp. She simply isn't powerful enough.**

**I believe I've addressed all the necessary questions. Anyway, I might as well beg that someone make some fanart or something for this story, because I honestly am a glory hound and want to see picture of this. I'm pretty sure you would feel the same way if you wrote a story like this.**

**Anyways, as always, comment, review, suggest, and request! We're almost to 300 reviews! Lets see if we can't meet that goal!**

**Hasta Luego!**


	23. Jane of the Jungle

**Hiya! I'm back from the Underworld, here with another chapter for you wonderful readers to read!**

**Some matters to address. First, I'm not sure if I've mentioned this before or not, but every alien that Ben has transformed (hybrids no included) will appear in this story. If any new transformations pop up before this story is over, they will be included as well. Second, concerning genies, there is technically nothing that says genies can't bring back the dead (unless you count The Genie from _Aladdin_. Always liked that guy). Third, all loose ends will be tied up before the end of the story, everything from Robecca's gear to how Ben and the ghouls might see each other again.**

**If any of you are a decent artist (or an amazing artist. I really don't care) see if you can put your skills to use and draw a picture or two for this story! Maybe I'm an art lover, maybe I'm a glory hound, but I would love to see some drawings for this story.**

**Begging and pleading, comment, review, suggest, and request below! And please refrain from asking me to write other stories as I will not get to them any time soon, if at all.**

**WARNING! There is a semi-lemon in here. Since so many people asked, I thought I might as well write something like this. This is however, as far as I will go. I have nothing against lemons, but I want to attempt to keep this story friendly towards all ages (you never know who's online these days).**

**Now, onwards with the continuing saga of We're All Monsters!**

Jane bit her lip and hurried as fast as she could crawl through the base's labyrinth of air ducts and ventilation shafts. Like any animal that found themselves in a new environment, she resorted to sticking with what she was familiar with: staying hidden.

It wasn't that she was afraid or uncomfortable with anyone in the base. It was just that so much had changed since she had seen them and they all seemed . . . different somehow. She had spied on Clawdeen and Toralei and had heard Ben complain about how they had treated him. Toralei, she had expected the behavior with, but Clawdeen had been a total shocker to her. Twyla was a confident leader to all those around her, if not a bit soft around Ben and the other ghouls. Only Clawd had pretty much stayed the same, but he had mostly been fanging out with Draculaura, making up for lost time. At least that's what she hoped they were doing; the room had been too dark to see in.

At this, Jane turned red, but quickly pushed the thought as she continued to make her rounds in the duct work. She needed more information about her new surroundings before she attempted to come out of the shadows. At least Ben hadn't changed.

She sighed and smiled at the thought of him. He really had helped her ease out of her shell more easily. The ghouls had tried and succeeded a little in getting her to come out, but they were a bit too forceful and eager to be around her for her tastes at the moment. Ben on the other hand, gave her the space she needed and only fanged out with her when he thought she was comfortable with it. And even then, it was doing things she found interesting: gargoyle watching, racing in the catacomb tunnels (Ben had liked that one), feeding the kraken (Ben hadn't liked that one so much).

As if summoned by a magic spell, she heard his panicked cries coming from a nearby vent opening and hurried to see what the problem was. She pressed her face to the vent, nearly jumping back and screaming and a brightly colored blur rushed by her, a white and somewhat duller colored blur following right behind it, yelling incoherent things as the multicolored thing screamed in fear. Using her knowledge of the air ducts, Jane followed the mad chase, taking every short cut she knew about to catch witht eh chase to find it was Ben as a Segmentasapien with Frankie, Venus, Robecca, and an unconscious Gigi on his back. He was being pursued by an enraged Dr. Viktor, who seemed just about ready to kill Bloxx for something or other. Not one to let her only male friend get beaten to death by a living corpse, Jane rushed through the air ducts, crawling like a lizard to get ahead of the mad chase. She quickly found such an opportunity and lay in wait.

She didn't have to wait long.

"AAAAAAAHHHHHHHHHHH! Crazy Dad after me!" Bloxx screamed at the top of his lungs. Despite the situation, the ghouls couldn't help but snicker at the sound of his panicked voice.

"What are you laughing at!? If I go down, we all go down!" Bloxx shot back.

"He has a point you know." Skurd sighed.

"Can it you-AHH!" Bloxx yelped as a violet colored hand grabbed hold of one of his tiny legs and pulled him back, with some effort, into a large, open vent. Bloxx and the ghouls were thrown into the darkness, their unknown savior quickly grabbing the grate covering and pulling it back in place, just before Dr. Viktor ran past, yelling about strangling Ben and ripping his Omnitrix from his wrist. The six of them stayed silent for a moment before the Omnitrix timed out, changing Bloxx back into Ben with all the ghouls on top of him.

"Do you mind?" Ben asked politely. The ghouls quickly got off and Ben pulled himself up as Frankie propped up Gigi against one of the ventilation walls. "Thanks for the save, Jane." Ben breathed.

"Jane? I haven't seen you for a while," Frankie mumbled. "Have you been spying again?"

"Can't be helped, Frankie," Jane admitted sadly. "I'm not comfortable without information. Why else do you think I stayed hidden in the walls of Monster High for so long? Now, if you would be so kind as to tell me what is going on?" she asked politely. Ben then quickly filled in Jane on what had happened ever since he came back from the mission, everything from Venus and Robecca to Frankie's rude awakening.

"Wow," was all Jane had to say. "First off, congrats on settling the matter, Venus and Robecca." The two ghouls smiled and held hands tightly as Jane continued. "Two, Mr. Stein sure sounds ticked."

"Yeah, probably wasn't the best idea I had." Ben admitted sheepishly.

"Your honesty never ceases to amaze me." Skurd said sarcastically.

"Shut it, Snot Rag." Ben immediately said. "Honestly, can you ever keep your trap shut for just five minutes?"

"Not really. It's a curse." Skurd sighed.

Ben rolled his eyes before crawling to the vent opening and looking left and right. He breathed a sigh of relief upon finding the coast clear and rammed his shoulder into the vent, popping it loose and tumbling out into open air. Jane and the rest of the ghouls followed, Frankie dragging Gigi out of the duct work and Robecca fusing it back in place with help from her blow torch finger, an upgrade Ghoulia had given her while repairing her.

"I gotta get you and Gigi back to the med bay before your Dad comes for another round," Ben told quickly accessed the Omnitrix and slapped the activation button without looking, Skurd giving him a warning look that he ignored. He felt himself taller and much more muscled as gray colored fur sprouted all over his body. His face bulged forward into a pointed muzzle, lined with sharp canine teeth as a black nose formed on the end. Organs sloshed around inside him and bones crunched and ground together as he felt said muzzle split into four ways and his fingers become longer and tipped with razor sharp claws that could easily slice through most objects. His toes melted into two, large talons as a third sprouted from his heel and a long, furry tail grew from the base of his spine. A mane of fur rose from the back of his neck as spikes rose from his elbows and shoulders. A green and black suit appeared on his body with green wrists bans and a collar around his neck with the Omnitrix symbol on it.

"Blitzwolfer? I was hoping for XLR8," the Loboan grumbled as he easily heaved Frankie and Gigi's combined weight onto his back. Blitzwolfer growled and ran off, running on all fours and rounding a tight corner on his way back to the med bay. Awkward silence filled the hallway for what seemed hours on end before anyone spoke.

"So . . . you and Robecca?" Jane said quietly.

Venus nodded. "Yep. We've official been a couple for roughly an hour. But who's counting?" Venus joked awkwardly.

"And both of you and Ben?"

"Roughly several months without all this time travel trouble," Robecca said. Her sensors, no matter how primitive they might be, still caught on to Jane's nervous stature. She knew it wasn't the usual nervousness that usually plagued the jungle girl, but it always seemed to pop up whenever they talked about Ben. She had known about the topic for a while, but she knew how fragile the jungle girl was; one slip, and she would be gone faster than a cheetah strapped to the back of a Kinceleran.

"Venus, luv? Can you give me and Jane a minute?" Robecca asked. "I need to ask her something." Venus cocked an eyebrow, but the expression on her ghoulfriend's face said it all and the plant monster turned to walk to the Green House, a smile on her face and a hunger for some fresh water and sunlight in her . . . whatever it was plants had for stomachs.

* * *

Jane stumbled and regained her footing as Robecca closed the dorm room behind her, enclosing the ghoul's in darkness before the lights automatically came on, detecting movement. Once sure the dorm was empty, Robecca sat down on a bottom bunk and patted the seat beside her for Jane to join her. The jungle girl nervously complied and sat a fair distance away from Robecca, almost expecting her to hurt her somehow.

"Jane, is there something you want to tell me?" Robecca asked her quietly.

Jane bit her lip. Robecca looked at her expectantly, though not not forcefully, as if telling her "Go ahead and take your time. Whatever you say, I won't judge you in any manner". Jane sucked in a breath and lay back against the wall of the bunk, decided to come clean for once; if she kept her secret any longer, she felt she like she was going to explode.

"Is it about Ben?" Robecca guessed.

"Is it that obvious?" Jane asked, her voice filled with shame as she bowed her head. Robecca smiled and scooted closer to her, putting a hand under a chin and pulling her head up so it was eye level wit her. "Luv, it's kind of obvious for someone like me; my sensors never fail me. You've liked him ever since you met him." Jan sadly bobbed her head.

"Then why are you acting like you have no chance with him?"

"Because he's already got so many ghoulfriends," Jane said sadly. "An alpha male selects which females he wants in his harem. He hasn't chosen me." she practically recited. Robecca was little put off by the wording, but then again, it was how Jane dealt with brand new situations: compare them to those she had come across with her time in the jungle with the animals.

"The only reason he hasn't picked ya, luv, is because you're you," Robecca explained. "Your constant shyness and hiding and running away makes him think that you only like him as a friend."

"So . . . I should stop running?" Jane asked.

"Exactly. And trust me, Ben won't care what ya look like or what happened in your past. He'll like you for you." Robecca reassured her.

"If you say so," said Jane, feeling only a little better than before.

"What's wrong now?" Robecca asked.

"I'm afraid I won't please him," Jane whimpered. "I'm not exactly . . ." she trailed off, gesturing to Robecca's bust and ass absentmindedly. Robecca turned red for a moment but pushed it aside. "Ben won't care whether you got it or not." she reassured her. "I mean, look at Skelita. Ben's dating her, and she doesn't got anything."

Jane smiled and hugged Robecca, feeling much better. There was one small thing that was bugging her though, a little issue that dug at the back of her mind like some kind of parasite. "There's just one thing that's still bothering me."

"What is that?" Robecca asked.

"I'm not a very good kisser." Jane said sadly.

Robecca smiled as an idea came to mind. "Do you want to practice on me?" she offered.

Jane jerked like a rocket, completely shocked by the question. "What?"

"Why not practice on me?" Robecca repeated. "I've already kissed Ben and Venus. It's not like I haven't done it before."

Jane shifted uncomfortably. "Um, I'm not sure if, uh, I can." she said.

"How do you know if you haven't tried? Nobody will think any different of you."

Jane bit her lip and thought it over. She really felt that Ben was the one for her, and she wanted to do anything to impress him and secure her feelings for him. If that meant she had to practice on a girl to make sure she was good enough for Ben, so be it.

"O-okay." Jane stuttered. Robecca smiled and gave a "what are you waiting for" look. Jane sighed and leaned forward, planting a feather of a kiss on Robecca's metal lips. The jungle girl nearly shrieked with surprise and nearly pulled away when Robecca deepened the kiss further, engulfing her lips and throwing her arms around Jane's waist, pulling her in close. Jane wanted to run away, to scoot away from the semi-uncomfortable situation, but she found she couldn't. It was too enjoyable.

Jane was enjoying the kiss all too much, more than she thought she should have, but she found she liked it. She copied Robecca's movements, wrapping her own arms around the robot's waist and holding close as well, moaning softly as she felt Robecca's soft tongue run over her lips. She moaned again and nearly shrieked again when she felt Robecca's tongue jab between her soft lips and into her mouth, battling with own tongue and running gently over her teeth. It felt good. Jane moaned again and felt Robecca's fingers dance up and down her spine, making a tingling sensation that ran throughout her body. Jan nearly collapsed from stimulation, instead opting to fall onto her back, Robecca following with her and lying on top as they finally released their hold on each other for Jane's sake.

"Um . . . was t-that good?" Jane stammered, her face flushing a dark purple at the situation they were currently in.

"Very," Robecca purred. "I can make it better though."

"H-how?"

"Like this." was all Robecca would say before Jane felt a wonderful sensation. She felt Robecca trace her tongue over collarbone, making light swirls at either end. She gently ran her tongue up Jane's neck, the jungle girl breathing heavily and moan softly as Robecca finally kissed her again. It was a sweet kiss, so gentle and forceful at the same time. This time, Jane took over, Robecca letting the jungle girl explore her mouth with her tongue as they soul kissed. Their mouths otherwise occupied, Robecca took her hands out from under Jane's back and began to gently run them up and down her arms, keeping Jane's arms on her back as she pleasured her. Robecca felt a moan escape her lips, causing Jane to deepen the kiss even further if that was possible.

Jane suddenly jolted when she felt Robecca's finger absentmindedly brushed past her breast. The jungle girl was gasping from the sudden touch, having never felt such pleasure. "Surprised?" Robecca asked with a sexy smile.

"Definitely." Jane sighed.

"Do you want to feel it again?"

"M-m-maybe." Jane admitted. Robecca smirked and gently groped Jane's right breast, the girl gasping and jolting before slowly relaxing as Robecca ran her fingers over her bust and collarbone. Jane moaned once more and felt Robecca's lips touch hers again. This time, the jungle girl took over, dancing her fingers along Robecca's spine (or whatever she had) and kissing her lightly on her neck and collar bone, tracing her way up to her lips once more and sliding her tongue in like a snake. She darted her tongue in and out, sampling the taste of Robecca's lips; they tasted like ginger tea with a hint of motor oil, a taste Jane found surprising delicious. That didn't mean she ready to guzzle down a gallon of gas every morning, but she made a mental note to give ginger tea a try sometime. If it tasted as good as it did on Robecca's lips, then she had to make a point to have tea with the Copper Beauty more often.

Robecca let Jane explore and experiment with her, having already been dominant enough. She only wanted to continue to pleasure the poor girl and make her more happy than she had ever been. And she had to admit, she was starting to seriously crush on her right now; she was incredibly adorable and beyond cute, right up there with Venus even. Robecca smiled and traced her fingers lightly over Jane's breast, sliding them between her breast for a brief moment before yanking it back out; Jane pulsed and moaned once more, begging for her to continue. Robecca smiled once more and and did it again before pulling Jane back up into a sitting position and pulling her onto her lab. Jane sensed the time was ebbing away and decided to just go for it, and idea that had been itching in the back of her mind that she wanted to try out before Robecca pulled away and Jane's face was subjected to the stale air again.

She mentally egged herself on, slowly, ever so slowly tracing her hand down Robecca's back and hip, so slowly that the Copper Beauty noticed. It wasn't until Jane was dancing her fingers over Robecca's thigh did she realize what was going on; Jane decided to just go for it. Faster than a viper strike, she jammed her fingers beneath Robecca's skirt and tickled them against her lips. Robecca gasped and jolted backwards, effectively throwing Jane onto the floor. "Too forward?" Jane whimpered from the floor, getting ready to hide and run away.

Robecca didn't answer right away, the entire bunk enveloped in a thick cloud steam; Jane feared the worst and slowly began to crawl to the nearest air vent, ready to run at a moments notice. Just when it seemed she had no choice but to run away and hide some place no one could ever find her (with the possible exception of Ben. She had been meaning to test out his Vulpimancer form's sense of smell but never got around to it), Robecca leaped out of the smoke screen like a wild cat, aiming right for Jane. She yelped and attempted to run, but Robecca tackled her to the ground, and Jane feared the worse. That is, until Robecca smashed her lips to hers and kept them there for an indefinite amount of time.

"I love you," Robecca sighed, finally taking her lips away from Jane's and snuggling her head into the crook of Jane's neck. The jungle girl was stunned, her mind reeling at what had just happened. She was only guided by instinct when her hands looped around Robecca's back and held her close, her fingers interlocking with her long, black and blue hair. The robot sighed heavenly and actually seemed to purr at the contact, making Jane want to continue it even more. This went on for a few more minutes before Jane was able to even form four words.

"I love you too." she sighed, not even realizing how tired she had become. All that kissing practice had really worn her out. Pulling Robecca closer, Jane closed her eyes, and the two simply dozed off on the floor of the dorm, not caring who might walk in on them.

* * *

"What did you want to show me again?" Ben asked as Venus led him down a hallway. He had just spent the last half hour or so running like mad after returning Frankie and Gigi back to the med bay. Mrs. Stein had been very understanding for someone who only recently was reunited with her daughter and then torn away from her, albeit for a brief amount of time. Mr. Stein however, had not been so understanding and had gone into what Frankie had dubbed "Angry Mob Mode".

Thus, Ben had spent the last half hour running from Mr. Stein, constantly changing form (and getting several unpleasant surprises) while the lumbering cadaver kept shouting "Tennyson BAD!" all the while. It took the combined strength of Humungousaur, Jinafire, and Twyla to restrain him and get him to calm down enough for Twyla to talk some sense into him. After such a hectic time, Ben really needed a happy note, so to speak.

So when Venus came up to him, clearly ecstatic about something, he was more than happy to go with her, even if he was practically being dragged down the hallway. They finally stopped at the dorm to girls dorms, and this was where Ben paused, waiting for an answer.

"You remember Jane, right?" Venus asked.

"Um, yeah. She rescued me from Frankie's Dad about an hour ago. You were there, right?" he semi-joked, confused at Venus's seeming amnesia. Venus rolled her eyes and took his hand again.

"What if I told you she had a crush on you?" Venus added.

Ben paused. "Are you sure? She always seems so . . . scared. I don't want to make her uncomfortable or anything." At this, Venus's smile only broadened as she typed in the code on the keypad to the dorm that Twyla had given her. "Relax. Robecca's been talking to her." she reassured him as the doors hissed open. The scene that met them was both cute and rather awkward.

Lying on the floor of the dorm in each others embrace were Jane and Robecca, the Copper Beauty lying on top of the jungle girl and resting her head under Jane's chin. Both of them seemed to be holding each other rather tightly, both of their faces a light shade of red. Venus stared at the sight, not quite expecting it, but pushed it aside; it seemed her ghoulfriend had managed to round up another one. She smiled at the thought and walked into the room without a word, bending down to wake the two ghouls up.

"Wakey, wakey!" Venus said quietly. The ghouls stirred and Robecca sat up, yawning and stretching her bolts as Jane blinked open her eyes. She smiled warmly at Robecca and turned red upon seeing Venus's face above her own, only a few inches away; it would be a piece of cake to simply move her head up and kiss her right on the fangs, but that wasn't her main concern right now. She just noticed that Ben was standing at the door, looking at her underneath Robecca. Her first instinct was to run and hide away, and she almost did. She bolted straight up and ran towards the nearest air vent cover, pulling it off and nearly climbing in before Venus and Robecca tackled her to the ground and pinned her there, attacking very much like a pair of lionesses about to kill and eat a gazelle.

Jane glanced between their wildly, her pulse racing and her her heart pounding as her breathing rate increased. She was out of her comfort zone! She needed to run! She needed to hide! Run! Hide! Run! Hide! Run! Hide! RUN!

She didn't know what happened after that. All she felt was a slight tweak of pain before she felt something new. It felt like raw power and strength, ready to be used at will. She felt like she could do anything she wanted and nothing could stop her. But mostly, she felt fast. She felt like she could run forever as fast she could and never be caught. And that's exactly what she did.

With a sudden surge of strength, she pushed Venus and Robecca off of her and ran as fast she could out of the dorms, racing past Ben and down the hallway as fast as she could. Her feet pushed off against the floor with ease, her claws digging into the floor and twisting her tail to whip around the corners.

_Wait a minute. I don't have claws or a tail, _she thought. _In fact, why am I running on all fours anyway?_

She skidded to a stop and quickly looked herself over, nearly fainting at what she saw. She was no longer a monster, no longer a violet skinned girl dressed in jungle garb and carrying a walking stick. She was now a sleek, muscled cheetah, complete with yellow fur dotted with black spots, razor sharp claws designed for running, a long tail for balance and tight turns, a mouth of sharp teeth. _What's happening to me!?_

Jane didn't have time to wonder. She could hear Ben and the ghouls running down the hall after her. They wanted to catch her! They wanted to kill her and eat her! She couldn't let that happen! She had run! She had to hide! Run! Hide! Run! Hide! Run! Hide! RUN! Jane felt another tweak of pain and took off as fast as she could go, flapping her wings. Taking a brief moment to glance at herself, she found she was a black and white falcon, flying as fast as her wings could carry her. She pumped her wings faster, shooting down a hallway and hanging a left to the Mess Hall. She distantly heard the familiar activation of the Omnitrix from afar, and could only hope it had given Ben a wrong transformation. The doors to the Mess Hall thankfully zipped open for her as she approached and she flew through them, landing on a table to catch her breath.

What was happening to her? Could she always do this and she just didn't now? Jane mindlessly preened her feathers with her sharp, hooked beak. She was safe for the moment, away from the strife that would be caused by the scene Ben and Venus had walked in on.

Ben. _Oh, he must be disgusted by me now,_she mentally sighed. He could never like anyone like her, even if they now shared the shape-shifting ability. He was probably revolted by her behavior, how she had easily fell in love with one of his ghouls without his permission. And the thing was, she enjoyed the experience incredibly. She could only imagine what might be like to actually kiss Ben.

Her thoughts were shaken free when the door to the Mess Hall was blown from its frame and smashed to the floor by a large, round, yellow sphere. The ball uncurled to show Cannonbolt looking at Jane with a confused look; Venus and Robecca ran through the door behind him, skidding to a halt.

"Easy, Jane. We just wanna talk." Cannonbolt rumbled, his hands above his head as he slowly walked forwards, Venus and Robecca copying him as they approached from the left and right, the Arburian Pelarota coming right up the middle.

Talk? They wanted to talk? Lies! She had to run! She had to hide! She had to defend herself! Run! Hide! Fight! Run! Hide! Fight! Run! Hide! FIGHT! Another twinge of pain coursed through Jane's body, and she soon found herself towering over all three of them, a slightly concerned look on their faces.

"Shoulda seen that comin'." Cannonbolt grumbled before the elephant swung her trunk and knocked him aside with ease, smashing him into a wall. The pachyderm let out a trumpet of distress and charged forward, tusks raised and trunk swinging as Venus and Robecca dove out of the way just as the elephant plowed through the door's remains and into the hallway. Her impressive bulk barely fit in the cramped hall, but Jane didn't care. She had to run away and hide, stay hidden so no one could find her! Blasting another short trumpet, she smashed through another door, not caring where she ended up. The elephant lumbered down another hallway and past a small platoon of guards, all of which dived out of the way as the animal rushed past.

She finally smashed her way into the base's Green House, surrounded by green on all sides. What better place to hide? Unfortunately, even in this room of green, it would be nearly impossible to hide an elephant, no matter how many plants she hid behind. _Fortunately_, Jane had started to figure out how her new powers worked; they only seemed to work when she was experiencing a strong feeling. When she wanted run, she turned into a cheetah. When she wanted to fight, she turned into an elephant. It only made sense.

_Okay, um, I want to hide? _she thought, hoping it would work. She kept on waiting for that slight pain to course through her body, for her to change form and then hide in safety. Except nothing happened. She was still an elephant, large as ever and taking up most of the room in the green house. She tried again and again, but nothing seemed to work.

"I think she went this way!" she suddenly heard Venus's voice.

"Whatever made you think that?" Cannonbolt asked sarcastically.

No! They were coming for her! She had to run! She had to hide! Run! Hide! Run! Hide! Run! HIDE! She thankfully felt the familiar pain course through her body for a moment and found everything around her much, much, much, _much, _bigger than it was before. She quickly glanced at herself to find she had turned into a purple spider with a dark violet skull on her thorax. And, for some odd reason, she had a perfectly normal head. Pushing a lock of indigo and pink colored hair out of her face with a foreleg and skittered as fast as she could to an island of green, climbing up the stalk of a tomato plant and resting on one of the leaves near the door. She dug her joined legs into the leaf and crouched down, hoping to remain hidden as three gigantic shapes entered the room, one green, one bronze, and one black and white. The black and white shape suddenly turned yellow as Cannonbolt turned her back to her, searching for her in the wrong spot. The Arburian Pelarota was then engulfed in a bright, green light as the Omnitrix reverted the alien back to Ben.

"Aw, man, where could she have gone!?" Ben complained.

"She really moves fast when she wants to." Robecca noted.

"Did either of you know she could do the whole shape-shifting thing?" Venus asked.

"No, I thought that was my gig. I don't think even she knew she could do that." Ben answered, turning around to stare right at Jane. She crouched down even further, silently pleading that he would look right past her and move on. Eventually, he did. Jane breathed a sigh of relief and silently waited, rubbing her temples with her forelegs. Oh, why did she have to run away? It was so much simpler to just talk things out and not run away. But of course, her instincts got in the way again and chose for her.

She was so deep in thought, she didn't notice the shadow that cast over her until it was too late. She glanced up too late to see a gigantic hand reaching for. Jane screamed and cowered as the hand wrapped around her and pulled her away from the tomato plant. She was surrounded by sweat and warmth in total darkness. Panicking, she did the only thing that came natural to her; she bit the soft skin in front of her as hard as she could. There an earth shattering yelp as bright light seeped into the hold, just enough for her to see, but not enough for her to find an opening big enough for her to escape through.

"Jane! Stop it! Calm down!" Ben cried, resisting the incredibly strong urge to squish her right then and there. Jane spat out the wad of skin she had bit into, but refused to speak, instead preferring to skitter back into the recesses of Ben's hand.

"Let me have a go at it, luv." Robecca said calmly. Ben eagerly complied and opened up his hand over Robecca's waiting palms, dropping Jane into them. She wanted to run away again, find some place safe to hide away, but she found she couldn't. There was simply something about Robecca that told her she had absolutely nothing to fear. It still made her uneasy though, being so small; she resorted to skittering about in Robecca's hands, trying to find a place to hide and ultimately failing.

"Maybe this will help." Robecca smiled, bring her face down to gentle kiss the spider's thorax. Jane jerked to a stop, an odd feeling coursing through her. It wasn't another transformation that she was feeling, but it was a kind of calmness. She sighed and relaxed as Robecca drew her face away from her, a sudden yet familiar twinge of pain course her as she was suddenly changed back into her normal self, dropping to the floor with a _thunk!_

"Now don't go running off on us again, luv." Robecca cooed, taking Jane's hand and helping her up. "We just wanna talk, okay?"

Jane sucked in a deep breath and nodded, trying to calm her rattled nerves.

"Now, I'm pretty sure Ben at least would like to know what happened," Robecca said calmly, casting a somewhat annoyed look at Venus who grinned sheepishly. "Do you want me to explain it, or would you like to?" Jane bit her lip before bowing her head in shame and pointing a shaking finger at Robecca. The Copper Beauty sighed but agreed, sitting down on the path, Jane, Venus, and Ben following as she explained herself.

"Ben, Jane likes you. And I mean, _really _likes you," Robecca began as Jane's flushed a deep red. "And she was afraid you wouldn't like her, so we practiced kissing each other. It kinda got out of hand." Robecca admitted, a cloud of steam puffing out of her ears as Jane's face turned even darker.

"And I don't think I'm the only one that likes her." Robecca added upon seeing Venus's turned on face and Ben's red expression. The Copper Beauty winked to Jane and gently pushed her towards Ben before turning to Venus, quickly looping her arms around the plant monster's waist and pulling her in for a kiss. As the two ghouls made out, Jane tried to recompose herself, or at least not make herself look like a fool.

"Um, hey." she said quietly, trying to ignore Venus and Robecca.

"You okay?" Ben asked.

Jane bit her lip. "Kinda. I'm just not used to being so forward. It's not something I'm familiar with."

Ben went into "thinking" mode, trying come up with an idea to help Jane. A mischievous smile crept across his face as idea struck him.

"I don't like that look on your face." Skurd grumbled, who had stayed surprisingly quiet for a while.

"How long have been silent?" Ben asked.

"Long enough to know it's a pain in the behind!" the Slimebiote exclaimed. "Now get on with it, dear boy!"

Ben rolled his eyes and took Jane's hand and twirled her around, putting a hand around her waist. The two began to dance, much to Jane's confusion. The two danced to the tune of the rushing water and scrapping of Gourmand-bots, Jane thoroughly impressed wit Ben's dancing skills despite the unusual choice of location. Thing then got a little stranger when Ben activated the Omnitrix and slapped the activation button, letting the green light wash over him and change his DNA. His skin turned smooth and scaly, as his bones became longer and more flexible. A long, rubbery tail grew out from the base of Ben's spine as a pointed, hollow tube of sorts formed inside the tissue and muscle, His finger molded together into three digits as his ears were sucked into his head, a lump forming on his skull and becoming more pointed and curved back as it turned into a single horn. Ben's eyes each split into another eye, the two new eyes then coming together once more to form a third eye. Each eye then turned a different color, red, green, and blue as Ben's skin turned a mottled purple. The Omnitrix and Skurd appeared on his chest, completing the transformation.

Much to Jane's surprise, ChamAlien began to use his skin changing ability to dazzle her, turning his body bright shades of red and blue, flashing fulgurous spots and stripes that appealed to the eye. In a way, Jane was actually attracted to it, the fancy display similar to the bright feathers of a male bird showing off for a female. Realizing what he was doing Jane smiled and took the Merlinisapien's hand, joining in the fancy dance for a few more minutes and enjoying ChamAlien's attempts to impress her before the Omnitrix timed out and returned the alien back to Ben.

"How'd I do?" Ben asked with a smile.

Without warning, Jane rewarded him a kiss, pressing her dark violet lips to his own. The watch wearer was caught off guard for a brief moment before relaxing into the kiss, letting Jane put what she had learned with Robecca to good use. She lightly traced her tongue over Ben's lips before darting it into his mouth like a snake, wrestling with own tongue and letting it slide into her own mouth. She moaned lightly as she institutionally slid her hands underneath Ben's shirt to feel his muscles as Ben slid his own to her waist, pulling her in tighter.

Venus and Robecca had paused briefly to watch the flashy color show put on by ChamAlien before getting back into the act, glad that Jane had finally gotten out of her shell and accomplished her goal. Though Robecca wanted another round with Jane sometime, she more focused on pleasuring Venus at the moment, running her artificial tongue over her fangs and tongue. Venus pulled out of the kiss briefly, lightly licking Robecca's neck and collarbone area, causing the Copper Beauty to moan lightly before Venus pulled back into another kiss. She felt Robecca's fingers dance up her shoulder and shadow lightly over her own collarbone, slowly, ever so slowly, tapping down between her breasts, causing Venus to jolt suddenly.

"A trick I learned with Jane." Robecca said simply, a mischievous smile on her face. Venus gave a sexy smile of her own and darted her tongue into Robecca's mouth, running her long tongue over the Copper Beauty's teeth and sliding it down her throat as Robecca continued to pleasure her, rubbing her fingers between Venus's breasts again before lightly grabbing one of them and slowly molesting it, much to the plant girl's delight.

Jane was in heaven. She had finally come out of her shell and was with the loves of her life, currently kissing Ben and having Robecca next to her kissing another possible ghoulfriend. Jane moaned again and slowly pulled herself and Ben down to the floor, pushing Ben lightly down onto his back so that she could lie on top of him. Her hormones and instincts were soaring, telling her to go further and further. Jane complied and slid her tongue down Ben's throat, enjoying the feeling of his hands on her ass; she hadn't exactly given him permission, but she didn't exactly care at the moment, she was enjoying it so much. She absentmindedly began to grind her ass against Ben, nearly shrieking with pleasure when Ben suddenly squeezed one of her ass cheeks.

Venus was enjoying it as much as Jane was, relaxing and feeling intense pleasure as Robecca used the tricks she had learned on Jane to please her. The Copper Beauty lightly squeezed her breast and Venus moaned again, falling onto her side and pulling Robecca to her and cuddling her as the robot girl contiunued. She moved one hand down her back, pausing to tap dance on Venus's spine and cause her to shudder with pleasure before moving down to her ass. She used two fingers to lightly rub circles as Venus continued to kiss her, moaning and putting her hands on Robecca's own breasts in the heat of things.

Ben was enjoying every minute with Jane, loving every second of it. She was incredibly cute and an incredible kisser; he had never felt this good. The line was drawn however, when Jane began to grind him; he enjoyed as much as the next guy, but if this continued any further it wasn't going to be pretty. Ben slowly sat up so as not to startle the jungle girl, putting his hands on her small shoulders and gently pulling her away from the kiss.

"You don't like it?" Jane whimpered.

"No! No," Ben said hurriedly, tightening his grip on shoulder to prevent her from running. "Its just that, if we take this any further right now, we may end up regretting it later, am I right?"

Jane realized what he was saying and mentally slapped herself. How could she have been so foolish? She nearly went _there _with Ben, and they weren't even technically married. Sure, they could probably do that in a few months time, but she didn't want to do _that _until the knot was tied nice and tight. "Can I just have one last kiss though?" she asked cautiously.

Ben smiled and pulled her into a hug, lightly pressing his lips to her own for a moment before parting. Jane sighed and rested her head in the crook of Ben's neck, Ben resting his own head on her own. He then climbed to his feet, Jane refusing to move. Ben smirked and instead hefted Jane's weight up in his arms, putting one hand on her back and another underneath her for support as Jane's breath slowed and labored. "I'm gonna go put Jane to bed. I'll see you ghouls around." Ben told Venus and Robecca, quickly averting his eyes when he realized Venus's finger were down beneath Robecca's skirt.

"Sheesh, at least wait until your in the dorms," Ben chastised them playfully.

The ghouls parted and turned red at the words, helping each other to their feet. "At least wait until I'm out before you two go at." Ben joked. The ghouls turned red again.

* * *

"You sure she won't wake up?" Venus asked Ben as he laid Jane down on the bottom bunk of one of the beds and pulled the covers up over her. She looked absolutely peacefully.

"Trust me. After the day she's had, she won't be waking up for a while." Ben reassured her. "You two can go at it all you like and she won't wake up. I'd keep it down though just in case." he added with a triumphant smirk as the ghouls turned red once more. Ben then gave both of them a quick good night kiss before leaving the dorm and out into the bright hallway, the door hissing close behind him and enveloping the door in darkness. With a mischievous smile, Ben pressed his ear to the door.

"Is he gone?" Robecca asked.

"I think so." Venus told her. "Shall we?"

"What do you think?" Robecca joked. Ben then politely left the door, leaving the ghouls to whatever business they might conduct within the sanctuary of the dorm. He walked down the hallway, whistling a cheerful tune as he made his way to the gym; it was late, but he wanted to try and squeeze in some last minute training before heading off to bed. Hopefully someone would be in the gym so he could spar.

He was in luck. Upon the doors hissing open, he found Twyla in the dim light of the darkness, practicing her marksmanship on a red and white bulls eye. The Boogey Girl quickly spun around and aimed her weapon directly at Ben's chest, ready to fire before she realized who it was and relaxed.

"Wanna spar?" Ben simply asked.

"Is that all you have to say to me?" Twyla asked, a smirk crossing her face as she cocked an eyebrow. "Iris's got eyes everywhere, ya know."

Ben blanked before realization caught onto him. "You saw everything?"

"Not everything, but I heard most of the details from Iris," Twyla told him. "I gotta say, it's an effective solution. Just better hope Mr. Stein doesn't find out about it. He's become super protective of Frankie ever since you pulled that stunt earlier this morning."

"Are we gonna spar or not?" Ben asked impatiently. Twyla looked him over before shrugging. Might as well do it and hope it would tire her out; she always found she slept better when she was too exhausted to dream horrifying nightmares that even she had no control over. She waited as Ben cycled through the Omnitrix, searching for an appropriate alien before slapping the activation button and letting the green light wash over him. His skin hardened into a thick exoskeleton, becoming jointed and plated as it turned green. His bones vanished as skull became pointed and even thicker than before. His teeth became sharp and his eyebrows became pointed as his eyes turned green and quick sighted. His legs bent backwards, a slightly painful process as a sort of webbing formed between the joints. His toes disappeared, three sharp claws taking their place, two in front, one in back. His two middle fingers disappeared, the ones left becoming sharp. He felt muscles packing themselves on top of each other in his legs as his body became divided into two sections, his butt expanding out into a slim thorax. A set of black and green overalls formed over his body as spines formed on the back of his arms and legs, completing the transformation.

"Try and catch me!" Crashhopper teased as he shot off into the air like a rocket. Twyla smirked and put her gun away, deciding on hand-to-hand combat. She until the alien insect came crashing back down, quickly side stepping the attack and letting him slam head first into the floor of the gym.

"Not one of my better ideas," Crashhopper moaned as Twyla jabbed her fingers into several pressure points and stunned him, ending the fight right then and there.

"Whatever gave you that idea, dear boy?" Skurd asked sarcastically, the Omnitrix timing out and changing Crashhopper back into Ben.

"Ready for a round two?" Twyla asked with a triumphant smirk as she helped Ben to his feet.

"Do you even remember who you're talking to?" Ben joked, cycling through the Omnitrix and coming across the alien he wanted to use. He slapped the activation button and letting the transformation begin, alien DNA coursing through his veins. He felt every last shred of his physical being vanish and become somewhat free, becoming pure energy as the Omnitrix focused his bouncing molecules back into a more stable shape. He watched as simply hands and single-toed feet formed on the end of his limbs. Black braces appeared on his hot, red arms and legs, a belt and pair of shorts attached to black straps materializing on his body. The transformation was only half complete however, as black pieces of metal began to wrap themselves around him, tightening and groaning as they formed moveable pieces for his arms and legs, forming a jar-like containment suit that bent over his head and attached to the front with a lock of sorts. Bolts popped out of the shoulders and hands, metal supports appearing on the lock and a large handle appearing on the tightly sealed lid. Three slits in the grill plate allowed limited vision as the Omnitrix appeared on the lock.

"NRG? This is no time for jokes, Omnitrix! Why can you never give me Humungousaur!?" the Prypiatosian-B complained as Twyla glanced him over, amusement crossing her lips as she watched lover gripe in a Russian accent. "Just out of curiosity, you wouldn't have to be affect by radiation, would you?" he asked.

"Yes, I'm pretty sure I'm vulnerable to radiation." Twyla reassured him.

"Drat!" NRG Grumbled as the Omnitrix timed out and changed him back to his human form. "Oh, what? Now you're low on power?" he complained to the watch, as if it were actually listening and purposely annoying him.

"Score one for me." Twyla smiled.

"Not just yet," Ben said, raising a finger for patience. "Get ready for Four Arms!" he predicted, slapping the activation button.

"You fool! You just jinxed yourself!" Skurd cried as the transformation began. Every fiber of Ben's being was suddenly torn to shreds, similar to being turned into Snare-oh. Only the fibers were much smaller and loose, much like dense, black fog that didn't have any limitations to what it could do. The shadows swirled and danced around for a bit before condensing into a shape, a four legged quadruped with hooves and a horse-like tail. The place where the animal's head might have been however, was different, forming and binding together to form a human-like torso that was rather barrel chested and muscled. Two pairs of human-like arms grew from the chest, a thin neck forming at the top as a human-like head formed, elf-like ears popping out on either side of its head. A dark, green chest plate appeared over the alien's chest, arm and wrist guards of the same color appearing on him as well. Spiked shoulder pads materialized on his shoulders, and a black, Roman style helmet appeared on his, complete with a long, green plume. The Omnitrix and Skurd appeared on the front of the chest plate, completing the transformation.

"Oh, this guy again," the creature grumbled. "Twyla, meet Phobos." the Varjoain said rather bored in a raspy voice. The Boogey Girl froze on the spot, horrifying memories of their last encounter rushing into her mind and filling her with dread. She began to shake as her heart and pulse raced, sweat dripping down on her forehead.

"W-w-why do you c-call him Phobos?" Twyla stuttered, her fight/flight instinct telling her to get the heck out of there as fast as her legs could run.

"Because if you make the mistake of looking into my eyes, you will see your worst nightmare," Phobos explained, pointing up to his pure, white eyes. The Varjoain then noticed Twyla's behavior and grew worried. "Um, are you okay?" he asked, stepping forward, only to have Twyla train the guns on him, shaking like a leaf in a storm. Phobos quickly put all four arms up into the air and took a step backwards, Twyla relaxing about 5 degrees before the Omnitrix timed out and returned Ben back to normal.

"Twyla, are you scared of Phobos?" Ben asked the Rebellion leader. She froze, her mind reeling from what she had seen and unable to work properly. All Ben got was some babbled words before Twyla sudden stumbled, falling to one knee as Ben swooped in to steady her. "Twyla. Tell me what happened." Ben commanded in the voice he rarely used that said "I am not joking around". Twyla, still shaky, put her guns in their holsters and sat down on the floor, rubbing her temples as Ben sat next to her, putting a reassuring hand across her back and gently rubbing it up and down to soothe her. Oddly enough, it seemed to work; in a few minutes, Twyla managed to finally speak in a shaky voice.

"You were there," she began shakily. "In the med bay. You had trashed it, killed Lagoona and Frankie and destroyed Robecca with ease. It was a complete mess, blood everywhere I looked. You were eating one of Frankie's arms when I found you, reduced to an cannibalistic state and an animal-like mind. You tried to eat me, kill me in cold blood, constantly saying you didn't love me, never loved me, and wouldn't love me. You honestly tried to kill me before I managed to escape." Twyla recalled, her voice cracking as she was on the verge of tears. Ben remained silent and pulled her close, holding her tight as she regained her breath and let a few tears fall free; he didn't care if they stained his shirt. Right now, had to help Twyla.

"Sshhhhh. It's alright," he whispered, running his hand up and down her back in a calming manner. "It wasn't real, and it never will be real."

"But what if it could?" Twyla hiccuped. "I wouldn't be able to save you!"

"It won't happen." Ben said firmly, and Twyla was forced to believe him. The two of them styaed like that in each others embrace for what seemed hours on end before they finally pulled apart and climbed to their feet. "You gonna be okay?" Ben asked.

"I think so." said Twyla.

"If you say so," he shrugged. "Go get some sleep. In fact, sleep in for as long as you need to. I'm pretty sure you're exhausted."

"But who will watch the base while I'm out?" Twylas asked, unsure of the idea.

"I will. If things get out of hand, I'll have Bloodgood to help me keep things in line, okay?" Reluctantly, Twyla agreed, not quite realizing how tired she was until she made the deal. "Wake me if there are any issues you can't handle." she said before heading towards the door, kissing Ben goodnight on the cheek before heading off to her quarters for the evening. Ben soon followed, turning down a different hallway and heading towards the boys dorms in complete silence.

**Yeah, this was mostly a filler chapter. I'm surprised I was able to crack this thing out so fast, but I did! Guess being dead kind of leaves you with plenty of free time.**

**Anyways, I probably won't be updating for a least a couple of weeks. My school is having Finals, and those are always a head ache to study for. So, yeah. I'm kind of out of it since it's getting really late by Underworld time and I am just about ready to fall asleep in front of my laptop.**

**As always comment, review, suggest, and request below. And for those of you wondering, any future lemon-like writings will only go as far as what is mentioned in this chapter! No taking off clothes and etc. to be found here!**

**Hasta Luego!**


	24. An Explosive Issue

**YES! YES! YES! YES! YES! WOO-HOO!**

**Why am I so happy? Maybe it's because I've finally reached 300 REVIEWS! WOO-HOO! I am so happy right now I can not begin to describe it! It almost makes up for the fact that I'm stuck down here in the Underworld for the rest of eternity (or until I turn 18. Whichever comes first).**

**Anyways, I have a few people to thank. First off, I'd like to thank _DJ Rodriguez _(again) for his help in this story. They have really helped me make much of the plot line, and I would not have gotten this far without their help.**

_**Sallem Corterz 004 **_**is something of a mentor to me. I know it might so weird, but it is true. I never would have made it this far without his help in this story and would not have inspired me to make this a harem story (like much of you requested).**

**As always, comment, review, suggest, and request below. Seriously, I should actually probably be seeing more reviews than I am right now, considering I have _108 followers _and _121 favorites._**

**Onwards!**

She slowly cracked open her eyes, awakened by something. With her limited vision at the moment, she had no idea what that might have been. She really didn't care either; she was nice and warm and feeling rather sluggish at the moment. All she wanted to do was close her eyes again and fall back asleep. She nearly did to, if there hadn't been a slight disturbance.

Cracking open her eyes again, Jane stared at her blurry surroundings, rubbing the sand out of her eyes with a hand and taking a closer look. The dorm for the most part was empty. All the bunks were bare and neatly made, the floor completely free of an objects at all. Yawning, she sat up in bed, wondering what time it was and wondering what had caused her to wake. She heard a soft sound coming across from her, like the ruffling of bed sheets. She blinked her eyes once more and peered into the darkness of dorm, her eyes seeing clearly in the blackness. Nothing on the top bunk. There was however, something on the bottom bunk across from her. Two somethings actually.

Jane yawned a second time and climbed out of bed, sliding her feet out from under the warm covers and onto the floor, noticing her shoes had been neatly placed underneath her bunk. Looking down at herself, she was relieved to see she was still in her regular clothes. She heard the sound again and looked up at the bunk across from her and suddenly felt her face getting hot.

Lying together, in the bunk, directly across from her and completely dead to the world, were Venus and Robecca. The happy couple were dozing together beneath the covers of the bunk they shared, oblivious to Jane. And from the pile of clothes haphazardly shoved beneath the bed, Jane could easily guess what they had been up to last night. The jungle girl quickly slipped on her shoes and tip toed out of the dorm, the door easily sliding opening out into the hallway. Jane cast one last look at the happy couple before silently slipping out into the hallway, the door sliding shut behind her.

She quietly walked down the dimly lit hallway of the base, now aware that most of the base was still asleep. That was fine with Jane; she preferred being on her own anyway. Plus, she had a secret sanctuary that few members of the Rebellion even knew about. She had been caught there by Twyla once and was immediately made keeper of the place. Unfortunately, it was a very long way beneath the base. One had to take an elevator to get there. And even that was far away from her current location.

Jane sucked in a breath and concentrated her thoughts. She had quickly learned yesterday that she somehow possessed the ability to change into a variety of different animals, similar to how Ben did it. She found out that she could summon her powers if she concentrated on a certain feeling; the feeling would than call upon her powers and change her form into whatever best fit the situation. She was a long way from actually being able to pick exactly what animal she wanted to change into, but if she could just change one more time . . .

She concentrated on the feeling of being scared. She had to run away. There were predators coming! Big, hungry predators with sharp teeth! And claws! And poisonous barbs! They wanted to catch her! They wanted to eat her! She pushed herself to feel that feeling, but nothing happened. Just when she was about to give up, she felt that slight pop of pain that signaled she had changed and opened her eyes to find herself a couple feet taller than she had been before. She quickly glanced over her self to find that she had turned into a dark violet colored horse with a black mane and patch of white between her eyes.

She had done it! She had actually done it! The horse reared and kicked out her forelegs with glee, taking off down the hallway at a brisk gallop, her hooves clomping loudly on the floor as she raced down the hall; she could only hope that no one would wake up and panic at seeing a live horse inside the base. Jane soon came to a familiar intersection and took the right hallway, turning right once more and then left, going straight for at least a few more intersections before turning left one last time. She skidded to a stop in front of an elevator door, her mane blowing past her for a brief second before falling limp again. Now if she could only change back . . .

She hadn't quite figured out how Robecca had managed to change her back from a spider with a simple kiss, but she decided to focus on that feeling, of being safe and secure, away from anything that could bring harm to her. She felt another slight twinge of pain and found herself on her hands and knees, quickly scrambling to her feet before anyone could see her. She quickly tapped the button for down on the elevator, walking through the doors when they slid open quietly.

It was but a few short minutes down to the secret level she had been given access to, and by the time she got there, she could hardly wait. She scrambled through the opening doors and ran down another dimly lit hallway before coming to a heavily locked door. Smirking, she took out the card Twyla had given her, a small credit card like device that allowed her access into the room she had managed to squeeze into through one of the air ducts. The card slid in through the scanner easily and she could hear the locks coming undone and opening as the door slid open on a silent frame. Jane quickly stepped through the door, sliding it shut and breathing a sigh of relief as she felt cool grass underneath her feet.

She had entered a large room about a mile wide and across, covered in about a dozen different habits that smoothly transitioned from one to the other. She was currently in a steamy jungle, memories of home coming back to her as the bushes next to started to rustle a pair of large animals scurried past her. They bared resemblances to boars, but seemed to be mixed with something else; they were missing any kind of eye, their tusks curved up from their lower snout. They had massively hunched shoulders and a large patch of quills between them, running on large hooves tipped with things that looked likes claws. The Vulpiboars grunted and roared, studying Jane for a moment before trotting back off into the undergrowth.

A bird about the size of an eagle passed over head, its feathers a mottled purple as it alighted on a branch. It had three, sharp eyes, one red, one green, and one blue. The most bizarre thing however, was the addition of a horn on its head that curved backwards and sharp barbs on its tail feathers. That, and the fact that it literally vanished into thin air before Jane's eyes before reappearing again. The Merlinihawk screeched and took off again, flapping its wings as it soared over the jungle. Jane smiled and waited patiently for what she knew would come. The ground slowly began to rumble as something large pushed its way through the jungle. Floratopuses shrieked and swung away through the the trees on their plant-like tentacles, accidentally dropping tubers from their mantles that quickly grew into new trees. Eventually, the large animal pushed its way through the jungle and appeared right in front of Jane, trumpeting happily.

Jane grinned and climbed to her feet, letting the Polar Manzaphant help her up with a tug of its trunk. The hybrid animals from the class experiment in Mad Science that seemed so long ago had been adjusting well to their new environment, Jane had made sure of that. They had originally been locked in cages and stalls, but that quickly became a bad idea when their were several escapes made by some of the small or more powerful animals, which would explain how Rivet ended up in Ghoulia's laba nd avoiding capture for so long.

The jungle girl had one day come across the Animal Level, a place where animals fused with DNA from the Omnitrix, and thus immune to Corrodium, lived before they could one day return to the world outside. With a little help from Venus, Jane had turned the barren room into an animal paradise, and the the animal's numbers had increased as a result. Thus, it only made sense for Jane to be put in charge of the hidden jungle. The Polar Manzaphant wrapped its trunk around Jane's waist and hefted her into the air with ease, place her on its back before turning around to walk back the way it came.

After what seemed hours of crashing through the thick underbrush of the jungle, they eventually came to a clearing, a large watering hole shaded by a lone tree at the very center. Vulpiboars and Kinecelazelles grazed and forged at the waters edge, keeping wary of the Pisccus Volodile that lurked beneath the surface. More Merlinihawks flew overhead, lighting up the air with bright colors as a troop of Tetraboons groomed each other. Just on the edge of a clearing, dozing off in a tree, was a Citrakiger, oblivious to the world as Vaxasaurhinos grazed without a care, Appopleckers grooming their thick hides for ticks, as well as beating the orange and black striped feathers of each other.

The Polar Manzaphant lowered its trunk to the ground and knelt its front half down, Jane slipping down its head, face, and trunk to the ground like a kind of slide. She landed on a bed of soft grass, her mount slipping into the cool water of the watering hole; the Pisccus Volodile crawled out at the end to sun bathe, not wanting to be in the same vicinity with such a large animal. The jungle girl sighed happily and lay back against the tree overlooking the water hole, enjoying the company of her animal friends.

"Nice place you got here."

Jane shrieked and jumped up, glancing wildly around for the voice she had heard. She heard a light chuckling coming from right above her and rolled her eyes skyward to see a tiny, glowing orb of green. The miniscule orb floated down right in front of Jane's, alighting right on the tip of her nose so she had to cross her eyes just to see it.

"Ben? Is that you?" Jane asked upon looking at the tiny, metallic, insect-like creature that was currently standing on her nose.

"At your service!" Nanomach cried happily, giving a small dance and flutter of his wings that tickled Jane's nose. The jungle girl sneezed and blew the Nanochip through the air, watching as he smacked against the tree's trunk upside down. A flash of green light later, and the tiny alien was turned back into Ben, still upside down from the sudden breeze. "Bless you." Ben groaned, falling flat on his stomach before righting himself. He then noticed that he had drawn the attention of the Polar Manzaphant and a very large Pyrotoise. The animals studied him, sniffing him and feeling his hands and arms with their trunk and beak, looking to Jane for an explanation.

"He's my boyfriend," Jane explained, turning red. "Yes, he is something of a mate to me." she added when the Pyrotoise rumbled lowly, slowly glancing between Ben and Jane. "Never thought I'd be saying that someday."

"You only live once," Ben shrugged. "Ya know, these guys aren't all that different than the animals back in my universe." he noted, rubbing the Pyrotoise under the chin and earning himself a please grunt.

"What do you mean?" Jane asked, curious. "I mean, if you don't want to talk about it . . ." she trailed off when she saw Ben's fallen face. Being away from home, even if he did make many relationships here, must have been hard for him.

"Nah. It'll probably help if I at least tell someone," he shrugged it off. "Where do you want me to start? Slamworm or Buglizard?"

"Slamworm?" Jane offered.

Ben nodded. "Imagine a worm about the size of a house with parrot's beak stuck to its face and serated shark teeth all the way down its throat." Jane cringed at the description, the picture forming in her head not at all pretty. "Most of the animals I've come across are predators of my aliens; Slamworm eats Armodrillo." he explained.

"What about Buglizard?" Jane asked, pulling her note book out of her pocket and quickly drawing a quick sketch of Ben's description of Slamworm. "It has long spikes running all the way down its back," Ben added, looking over shoulder at the drawing. "As for Buglizard, try imagining a four eyed lizard the size of a rhino and in serious need of a breath mint."

"Dare I ask why?"

"It releases some kind of smelly gas from its lungs or something that melts Stinkfly's goo and hiding it."

"Is Stinkfly one of your aliens?" Jane asked, sketching a ferocious looking Buglizard on a second page in her notebook. "I don't think I've seen that one before. Do you mind?" she asked politely, pointing at the Omnitrix. Ben followed her finger and shrugged.

"Sure." he said with a smile. "I just hope nothing here will try and eat me." he joked as he cycled through his roster and came across Stinkfly. Instead of slapping the activation button like he usually did however, he pressed it lightly with a finger and let the green light wash over him, changing his DNA at the molecular level. Ben felt his skin began to scrunch up and harden as his bones slowly started to dissolve into nothingness. Four fleshy stalks suddenly burst from both sides of Ben's head, and he was now aware that he could see from 6 different perspectives until a hardened shell covered his original human eyes, and soon enough they lost all function together.

A slight itching from the middle of his back produced large, insect like wings that were a dull yellow in color. A second pair of legs suddenly burst out from Ben's gut like some old alien horror film. His spine, what was left of it anyway, went out from his back and swelled at the end, forming a large, and very sharp stinger with poison sacks just above the point. His fingers melted into two sharp claws and a thumb, and his jaw jutted out as a few of teeth disappeared. The final touch was a rotting scent that, while Ben couldn't smell, he figured others would not be so welcome to it.

"Does he always smell so repulsive?" Jane gagged, waving a hand in front of her face. The Pyrotoise grunted pulled its head into its shell as the Polar Manzaphant dove beneath the surface of the watering hole.

"Unfortunately." the Lepidopterran grumbled as a familiar beeping sound met his ear holes and he changed back into Ben behind a curtain of green light. "And now this thing's low on battery." he added with slight annoyance.

"What other animals have you met?" Jane asked, flipping to a new page in her notebook and eagerly awaiting Ben's description. Ben smiled and sat back down on the grass, leaning back against the tree. "How about Tyrannopede?" he asked with a slight smile as unpleasant memories came back to him. "It's the predator of Humungousaur."

"He has a predator?" Jane asked with suspicion.

"Yeah, you'd think something that big and powerful would be at the top of the food chain," Ben grumbled.

* * *

"And you're sure it could pass through solid objects?" Jane asked a little skeptically.

"Exactly like a ghost," Ben confirmed. "It basically looked like a glowing, green horse skeleton." he added, standing up and stretching. The two of them had been at the little game for little over an hour, and Ben was stiff. Plus, he knew he was running behind in his duties. A depressed look crossed his face as he thought about what he had promised Twyla, how he would often feel coming home from a long day of being a hero only to have to join the night shift. And then, come morning when he had just collapsed back into Ben, someone was attempting to take over the world again.

"Something wrong, Ben?" Jane asked, a little worried that he hadn't enjoyed their time together. Personally, she had enjoyed hearing about the many creatures that inhabited Ben's universe, finding the ways the predators of Ben's aliens used to hunt incredibly effective. She was slightly disturbed hearing about Khyber, but she pushed that thought aside. Right now, something was bothering Ben.

"I'm just worried if I have a universe to go back to," Ben sighed.

"Paradox said everything was fine, remember?" Jane reminded him. "I'm sure if anything happen he would bring you back to stop it."

"That's not what I'm worried about," Ben sighed. "I'm worried about what will happen when this whole time trouble ends. What happens to me? The ghouls? You?" he asked. The thought had never occurred to Jane. What would happen to their love when everything was over and done? Ben was pulled between two worlds that needed, one for his hero skills and the other for himself. If he had to choose, which one would he pick?

Jane shook the troubling thought from her head. Surely Professor Paradox would not do this to Ben without some plan in the end. He was a Time Walker after all. Surely, he had tried this same attempt over and over and over again, perhaps hundreds upon millions of times. The guy was immortal after all. A guy could get a lot of things done when he had forever to do it.

"I honestly don't know, Ben," said Jane, placing a hand on her lover's shoulder. "And I honestly wouldn't worry about it right now. Right now, lets concentrate on kicking Ghostfreak and Maltruant's butt." she said with a slight smile, amused at the words she had used. "It's like you said when you were fighting Malware on Galvan Prime; beating ourselves up is just doing every bad guy out there a favor. Save the beating up for the bad guys." she quoted, her smile broadening. The happy memories that came back to her brightened her usually worried mood, and indeed it seemed to help Ben too.

"Thanks, Jane," Ben smiled, taking her hand pulling into a hug. "You really have come a long way from the shy girl that used to hide in the walls." he noted with a smile.

"Force of habit," Jane laughed nervously, mentally slapping herself for not even noticing the Nanochip that had been with her the whole time.

"My point is that you really are helpful. And not just to the animals and me," Ben explained. "You really do care for everyone, no matter who they are."

"Indeed!" Skurd piped up from the Omnitrix. For once, Ben didn't tell him to be quiet. "You, my dear, have a heart of pure gold as big as the sun!"

"Now don't go stealing my ghoul on me," Ben chided him with a slightly serious tone. Skurd gave him a mock salute and fell silent once more, silently awaiting for what he hoped would happen.

"If only I could somehow get all ghouls to behave," Ben said to himself.

"Simple," Jane replied. "Establish an alpha couple; you and one of us." she answered.

Ben blinked and processed the thought. "Um, okay. That was surprisingly easy," he said. "I'll wait until this whole mess is over with though." he said with a smile. "And seriously, thanks." he added. He then quickly moved his face forward and caught Jane's lips in his own. Jane was stunned to say the least, but quickly leaned into the kiss, turning red as Skurd gushed and cheered from Ben's wrist.

"Ooh! Such drama!" he practically squealed with delight.

* * *

General Bloodgood impatiently tapped her boot. Twyla was not normally one to be late for such an important meeting. Then again, this was her leader she was talking about; she must have her reasons for being late. That still didn't excuse her absence. If she were still Headmistress, she would have put the Boogey Girl in detention five minutes ago, knowing it was for the best. With sigh, Bloodgood impatiently leaned again Nightmare's sturdy side, thankful to at least still have her trusted compainion with her; the memories of a horrible attack on Monster High, twisted horrors of the Normie world attacking and slaughtering them without mercy, came back to her. The cries of staff and students alike screaming as their lives were ended and how she could do nothing to save them all. If only Ben had been there to help, she might have been able to save more than the few she had managed to save. She and the survivors had managed to escape New Salem just as Zs'Skayr finished taking it over, unfortunate Monsters forced to work as a labor force and even food to horrible Ectonurite.

Thankfully, they had come upon the survivors of the attack on the warehouse, those that had fought Zs'Skayr and his army head on and had managed to survive. And through a series of events she didn't want to go into further, they had formed the Rebellion for what it was today. Strict and disciplined were the troops to the point where they seemed like mindless drones, and she herself was ready for just about anything that she could come across.

"Sorry I'm late."

With a startled yelp, Bloodgood jumped free from Nightmare, her head popping free from her body and rolling across the floor as the horse whined and reared, swinging her forelegs wildly at the ghostly figure appeared out of the floor before them. The figure moved back out of the range of the terrified horse before becoming solid again, turning dark hues of black and blue with wide green eyes and an insect-like body as its wings wrapped around it like a cloak. "Did I startle you?" Big Chill asked with slight concern.

"Not in the least," Bloodgood denied as her body tried to find her head again. "What are you doing here, Mr. Tennyson?"

"Ah, so you didn't get the memo," the Necrofriggian sighed as a green light engulfed him and changed him back into her Ben. "Twyla is taking the day off for health reasons," he explained. "As of now, until the end of the day, I am your leader."

"While I respect your many accomplishments, Mr. Tennyson, I refuse to take orders form a teenager." Bloodgood grumbled, her body finally finding her head and placing it back on her shoulders.

"You wouldn't be saying that if you knew I temporarily was the President of the Earth in the future," Ben smirked. "And beside, you already take orders from Twyla, who's technically a tennager. What's the difference with little old me?"

"Other than the fact that you have the ability to change into extraterrestrial life forms?" Bloodgood asked before finally giving in. "Did Twyla fill you in on what is happening today?" she asked.

Ben nodded. "A mission to scour an abandoned city for supplies and survivors?" he confirmed. Bloodgood sighed with relief; perhaps he wasn't a total fool after all.

"Yes. As you know, it is imperative we search the place before Zs'Skayr's army occupies and destroys any hope of finding what we want. I suggest you head out in a few hours so you will make it before sundown. You can search the city in the morning."

"What's the difference?" Ben joked.

Bloodgood rolled her eyes. "Yes, yes. Now then, I shall gather the necessary supplies and will be accompanying-"

The ex-headmistress never got to finish her sentence before Ben activated the Omnitrix and slapped the activation button, being engulfed in a bright green light as alien DNA was injected into his blood stream. His fingers hardened into sharpened blades as a long, whip-like tail sprouted from the base of his spine and stretched out a couple feet. His toes ripped out of his shoes and melted into four claws, two in front, two in back. The ball of his heel crunched forward, moving under his foot bones and becoming perfectly round and smooth, suddenly separating itself from his foot and held there by his curved toes. Ben felt his skull stretch back into a sharp point and his legs bent backwards. A pointy, black helmet with a slide down mask materialized on his head and a tight, black and green body suit appeared on himself, the Omnitrix and Skurd appearing on his chest, completing his transformation.

"I'll muster the troops, you wonder where Nightmare is!" XLR8 quipped before shooting off in a black and blue blur, faster than Bloodgood could blink. Confused, and slightly irritated by his words, Bloodgood glanced around the empty hanger to notice she was in fact the only one; her faithful companion had fled the scene.

"Not again." she sighed.

* * *

Bloodgood had to admit that Ben definitely had gotten very good at using his alien powers; the way he effortlessly breathed out an icy vapor that quickly froze into a sort of slide was more than enough proof. She watched from Nightmare's back as Arctiguana whooped with joy and breathed a barrel roll around her, riding the slide of ice like a snowboard.

Other than the Polar Manzardil, Skelita and Nefera had also come along for the mission. While Bloodgood objected and claimed that they would need more troops and back up for the mission, Ben would have nothing to hear of it; according to him, the best offense was a good defense, which actually made sense to Bloodgood. If they remained rooted to where they were, without any hope of being moved, Zs'Skayr would eventually get careless and slip up. It was a small ray of hope, by Bloodgood welcomed it; as long as the Rebellion base was heavily defended and protected, they would wait out this war.

She urged Nightmare forward, running even with Skelita and Nefera who shared a snowmobile that was painted green and black. The entire Rebellion had been a constant reminder of Ben; the standard uniforms were all black and green, Ben's signature colors, the symbol of the Rebellion was the Omnitrix, and then there were the hundreds of inventions in Ghoulia's lab. Not only was Ben an inspiration to the Rebellion, but it was certainly priceless to see Zs'Skayr's frustrated face when he had a constant reminder of his arch enemy waved around in his face everywhere he looked.

After a few hours of traveling, stopping for a break and a recharge on the Omnitrix's account, they finally arrived at the city. Most, if not all, of the surrounding suburbs had been completely obliterated, leaving nothing but massive piles of rubble that surrounded the city like a moat. The city itself was relatively small, mostly businesses and skyscrapers that had almost all of their windows smashed and broken. A sense of hopelessness hung over the town, as if daring anyone to even attempt to be cheerful.

"Stick together." was all Bloodgood said before the group edged forward, Nefera and Skelita abandoning the snowmobile at the edge of the rubble. The group continued onward, carefully making their way to the city limits through the maze of broken glass, sharp wires, splintered wood and smashed dry wall. The group traveled in stunned silence as the frozen wind blew across the desolate landscape, biting their faces with a million, tiny, invisible mouths.

"It is silencioso," Skelita said after a long while. "_Too _silencioso."

"Usually whenever someone says that, something bad happens." Nefera cautioned the skeleton.

"And when someone acknowledges it, it usually gets worse." Ben added nervously. Just as soon as he said the words, there came a loud, horrible crashing sound as something moved through the rubble towards them, smashing straight through a pile of dry wall and wood with a loud bang. Ben coughed and shielded his eyes to look at the attack and visible winced upon seeing it; it was a large, Corrodium infected Vulpimancer covered in thick, shaggy purple colored fur, large pieces of it torn free and exposing sickly looking, pink flesh. The beast had two pairs of large canine teeth curving up over the top lip and wicked looking claws. A long tail with a sharp spike at the end curled out from the end of the spine, blades poking out at the elbows and ankles of the creature.

"Nobody make any sudden moves," Ben instructed quietly, casting a specific look at Bloodgood and Nightmare. "I think I got an alien to help us." He slowly moved his hand to the Omnitrix and turned it on, the sound catching the mutant Vulpimancer's attention as he focused on Ben. He soon came across the desired alien and slowly pressed the activation button, a startling green light washing over him and changing his DNA. His skin hardened and turned a blueish-purple in color, a few dark spots appearing on his expanding shoulders. Muscles piled themselves onto his chest and arms, metallic nozzles sprouting from his shoulders and arms and connecting directly into his bloodstream. More nozzles formed on his body, his feet forming large single toes as he lost a single digit on his finger. A green colored containment suit of some kind, green gauntlets forming on his wrists and white gloves on his hands. The finally pieces of the transformation were more nozzles on his head, shoulders, and body and the Omnitrix and Skurd forming near his mouth, acting like a gas mask of some kind.

"Everyone! Plug your noses!" Skurd cried, pinching his little tentacle over what seemed to be his nose. "Save yourself from the horrible stench!"

"Hey, it ain't my fault," Gutrot shot back as the chemical contents of his insides mixed together into some noxious mix. The ghouls all held their noses and prepared for the worst to happen as Gutrot quickly curled up into a ball and opened up the nozzles on his body, thick jets of poisonous smelling gas hissing out and enveloping the surrounding area. The Vulpimancer roared and charged right into the pernicious cloud of gas before whimpering like a puppy and running away from the group, swatting painfully at its sensitive nose.

"Aw, Ben! What is that!?" Nefera gagged, waved her head in front of her face and coughing horribly.

"Just some Sulfur Dioxide," Gutrot said nonchalantly. "Don't ask me how I know, or how I do it. Hey, your _gas _is as good as mine!" Gutrot cracked up. None of the ghouls laughed.

"Geez, tough crowd." the alien grumbled.

"To be fair, you've only used that the joke 563 times," Skurd informed. "And it was only funny the first two."

"I thought it was funny." Gutrot grumbled as the group moved on, the horrible stench of Sulfur clinging to their clothes and keeping the rogue mutants at bay. After about an hour of picking their way through the rubble they finally reached the very edge of the city, walking onto a desolate road that curved its way between the small businesses and skyscrapers. Hollow wind blew between the tall buildings, kicking up clouds of dust and lose litter. "This looks promising." said Nefera, her voice full of sarcasm.

"We must stay quiet," Blood instructed from Nightmare's back. "We don't to attract any unnecessary attention." she added, a loud buzzing sound filling the air.

"Ya had ta jinx us." Gutrot sighed as a large swarm of mutant Lepidopterrans swooping down from the sky. Each insect had another pair of eyes in addition to their four other eyes, spikes poking out at their joints and back. To make matters worse, they had a second tail coming out from their back, also tipped with a large stinger. Acidic saliva dripped from their mouths that hissed when it dropped to the ground. Thinking fast, Skelita whipped out her guns and fired off a round into the swarm, about half a dozen of the alien insects falling to the ground, dead. Now that they had a chance to get their heads in the game, the others quickly leaped into the fray.

A Lepidopterran swooped free from the sky, swooping low and charging head on at Nefera. The mummy quickly drew out her swords and swiped at its right wing as she rolled out of the way and grounded it. The insect screeched and raced towards her on its legs, swiping madly at her with its claws and shooting acidic slime from its eyes. Nefera dodged most of the attacks, crossing her blades in front of her face to block a lucky shot from the eyes. The acid dripped down to the pavement, eating right through it as Nefera dropped her prized swords. Now, she was defenseless. At least, up against a fully healthy Lepidopterran.

With a smirk on her face, the Lepidopterran rushed at her again and ducked under it, giving several quick jabs to the vulnerable underbelly. She just barely dodged the twin stingers before popping back up, back flipping into the air and landing a deadly blow to the Lepidopterran's back. A sickening crunch filled the air as the insect dropped unmoving to the ground, Nefera posing proudly with her foot on its head.

"Wow," Gutrot marveled as another mysterious gas mixed about inside of him. "Just when I thought she couldn't get any hotter."

"Stop oggling at the woman and get back to the fight!" Skurd roared, stretching himself out over Gutrot's body and changing his right arm into the Bloxx Lobber. The alien quickly fired off a couple shots at the few Lepidopterrans that got to close, the hard blocks hitting them in the face and sending them out of the fight. The insect's numbers were dropping, but they were slowly starting to get the upper hand. Bloodgood raced through the swarm of mutants on Nightmare, slashing her sword and lashing out with her whip with surprisingly deadly accuracy. She lashed her whip out at a fleeing Lepidopterran and the end wrapped around the twin stingers. She yanked back and whipped the insect over her head, throwing it around as if it were a lasso and smacking it into its attacking comrades. She took out a considerable amount of the mutant insects as Nightmare crushed any unfortunate enough to be under her hooves.

"We could really use that gas right now, Ben!" Nefera yelled, ducking down to avoid a Lepidopterran that dove at her, taking several bullets to its exoskeleton before dropping dead to the ground.

"Got it!" Gutrot exclaimed, Skurd changing his arm back to normal just as a cloud of disgusting green gas poured out of his nozzles. The battle paused for a moment, the ghouls and Lepidopterrans taking a quick sniff before the insects all began crying out and gagging, dropping one by one to the ground, the life completely drained out of them. "Gotta love Lepidopterran poison." Gutrot sighed as a green light washed over him and reverted him back to normal. "Now lets hurry up before run into anymore of them."

"Perhaps if you changed into Wildmutt or Blitzwolfer?" Skelita suggested.

Ben nodded and cycled through his roster before coming across the desired alien and slapping the activation button. He felt himself taller and much more muscled as gray colored fur sprouted all over his body. His face bulged forward into a pointed muzzle, lined with sharp canine teeth as a black nose formed on the end. Organs sloshed around inside him and bones crunched and ground together as he felt said muzzle split into four ways and his fingers become longer and tipped with razor sharp claws that could easily slice through most objects. His toes melted into two, large talons as a third sprouted from his heel and a long, furry tail grew from the base of his spine. A mane of fur rose from the back of his neck as spikes rose from his elbows and shoulders. A green and black suit appeared on his body with green wrists bans and a collar around his neck with the Omnitrix symbol on it.

"Alright nose, don't fail me now," Blitzwolfer growled, dropping down to all fours and sniffing the ground, sniffing around the carcasses that dotted the battlefield. He continued off into the city, with the ghouls following behind him, his tail swishing back and forth as he searched. "I smell some food . . . . I think it's still edible. Coincidentlally, it's near a large amount of gasoline and fuel. A gas station, I think," the Loboan relayed to the ghouls. "And . . . . I think I smell some monsters . . . . and they're still alive!" he cried, bounding off into the city before the ghouls could come up with a plan.

"Ben! Stop! Halt! Come back! SIT!" Bloodgood roared for all she was worth, but the Loboan didn't stop moving and was soon out of sight. Without a word, Skelita rushed after him, her bones making a constant sound inside of her leather outfit.

"Doesn't anyone listen to me anymore!?" Bloodgood cried.

* * *

"Aw, man. Not the sewers!" Blitzwolfer whimpered upon coming to the open manhole. He had followed the scent of the monsters throughout the entire city, running past convenience stores and ransacked gas stations, towering skyscrapers and parking garages. He then came upon an empty intersection littered with the remains of broken down cars, their windows all broken and their contents most likely looted. He had ignored them however and focused on the open manhole cover, of which the smell was coming from.

"Ben," Skelita's gasped, coming from behind him. He turned just as the Omnitrix timed out, changing back into his human form as Skelita staggered up to him, tired and her chest heaving, despite not having any lungs (or did she?). "I'm coming with you." she managed to say. Ben nodded and jumped down the manhole without another thought and landing on the walkway with squish; Skelita landed next to him.

"Please no sewer jokes," she asked politely.

"Smells like a plan!" Ben joked, Skelita throwing him a look. "Seriously, it reeks down here. You'd think after 50 years without usage the sewer would have become less . . . . sewer-y." Skelita ignored the comment pushed onwards. Since the Omnitrix was on time out, they had to settle for walking around aimlessly in the labyrinth of sewer tunnels, searching for the lost monsters while simultaneously trying to avoid the unidentifiable puddles and stains that covered the walkways on either side of the main canal. They pair tried to ignore the smell as much as possible, but it seemed to have a way of working into every nook and cranny on them; first they would do when they got back to the base was burn their clothes, give the Omnitrix a power wash, and take about a hundred showers to attempt to even make the stink less stinky.

"Lets just hope we don't run into any alligaotrs down here," Ben muttered after a while, dripping sounds echoing through the tunnels.

"Alligators?" Skurd asked curiously.

"Yeah, I heard some people get alligators as pets. And when they can't keep them anymore they flush 'em down the toilet and they end up here, where they become gigantic," Ben explained. "Imagine coming across a giant, mutant alligator!"

"If you are done filling my head with terrifying images, I think I shall be making a hasty retreat!" Skurd said worriedly, and oozing to the end of Ben's hand, prepared to jump off and run away. Ben grabbed in the nick of time and stuck him firmly back on the Omnitrix. "Seriously? You don't flinch when we fight Vilgax and you sudden get scared when I talk about alligators?"

"You've got that fancy watch of yours! You don't even get a close up look of their teeth!" Skurd argued.

"How do you even know what an alligator looks like?"

"I spent some time in your sewers before coming across that gigantic buffon Trumbipulor, not that you need to know." Skurd huffed, folding his tentacles over his chest and turning away.

"Wait, you use to work for that guy?" Ben asked.

"None of your business!"

"_Silencioso_!" Skelita hissed, silencing both of them and putting up a hand for them to stop. "I think I heard something." The trio remained silent, trying to sift through the disgusting noises of the sewer with their ears. After a few minutes, they managed to pick out a distinct sound between the constant dripping: footsteps. And they were running.

Now that they had a lead, they ran like the wind, following the sound of the footsteps through the maze of the slime coated tunnels, slipping every now and then before climbing back to their feet and nearly losing their lunches. After a while, they managed to catch up with the source of the footsteps, a woman of average height wrapped in a dull brown cloak; Skelita couldn't quite put her finger on it, but there was something about her that made something in the back of her mind itch. The itching continued to get bigger and bigger as they managed to get closer and closer to the fleeing woman.

Then the cloak lifted up just enough for Skelita to see a bone white bone underneath the clothing.

By the time she recognized who it was, Ben had already activated the Omnitrix and was engulfed in a flash of green light. He felt his flesh become slightly squishy and more stretchable, glancing as he turned a dark green in color, parts of his hips, shoulders, wrists, and knees turning black. Large, red and yellow thorns ripped out of his shoulders and arms as he grew taller and taller, his head just barely scraping the low ceiling of the sewer. His hands turned into yellow claws covered by a dull orange covering with small spikes on his knuckles as fleshy thorns popped out of his disappearing knee caps and melting toes. His entire skeleton seemed to vanish completely to be replaced by something like the stem of a plant. His felt his head become engulfed in a flesh flap as his ebbing skull became pointed and brightly colored. The flap suddenly split open, forming into a kind of collar as the Omnitrix and Skurd appeared on his stomach, finishing the transformation.

With a grunt, Swampfire tackled the figure to the ground, pinning her legs to the ground with his knees and holding their shoulders firmly as he attempted to remove the cloak that covered the person's face, all while they cried out in some foreign language Ben didn't completely understand.

"Ben! Get off! That is _mi Mamá!" _Skelita exclaimed, rushing over to the struggling pair and pulling the Methanosian off of her poor mother.

"Who-with-the-what-now?" he asked, stunned.

"_Mamá!" _Skelita cried, helping her shaking mother to her feet. "It is me, your _hija _Skelita! Do you recognize me?" the skeleton asked desperately, her voice full of worry and concern. The woman remained silent, studying Skelita intently while glancing back at Swampfire every now and then.

"_Mi niña," _the woman cried happily, pulling Skelita into a tight hug and sobbing uncontrollably. "I never thought I would see you once more!" she wept.

"_Mamá, _I am fine. I was with Ben and the Rebellion," Skelita explained, gesturing a hand towards Swampfire, who gave a sheepish wave.

"Skelita, is this your boyfriend? A plant?" Mrs. Calaveras asked with disbelief.

"_Si y no,_" Skelita said, her face turning red. "He is my boyfriend, but he is not a plant. He just happens to have device that can turn him into different creatures. Aliens, to be more specific."

"Is there anything else about this _loco _tale I should know about?"

"He is also from another universe."

Mrs. Calaveras sighed and held her head in her bony hands, quietly murmuring to herself over her daughter's insanity. "Aie yi yi,_ hija_. You have become _loco!_' she exclaimed with worry.

" _Mamá, _it is true!" Skelita argued, stepping back over to Swampfire. "Watch!" she yelled, clenching her skeletal fingers in a fist and smacking it hard against the Omnitrix that resided on the Methanosian's chest. Swampfire cried out as the familiar green light washed over, briefly changing him back into Ben before injecting alien DNA into his bloodstream. His skin started to harden, becoming unbearably hot and solid as rock. It suddenly split apart, floating like bath toys on a rapidly appearing magma sea. Hot, molten lava swirled and pushed it's way through the cracks and crevices of his skin as Ben's bones literally melted away. His hair began to burn, smoke curling lightly off it until it burst into flames, causing Mrs. Calavera to yelp in surprise. His fingers disappeared altogether as white hot lava covered them and solidified into a sort of gelatin like substance. His toes melted into two digits that resembled claws as his eyes turned bright yellow and the Omnitrix and Skurd appeared on his chest, completing the transformation.

"What do you think now?" the Pyronite asked with a slightly smirk.

"It think you just doomed us all, dear boy!" Skurd cried. "This tunnel is filled with methane gas!"

"Who-with-the-what-now?"

* * *

Nefera was just grabbing the last of the gasoline and stuffing it into Nightmare's saddle bag when the entire world thundered and shook. She fell to the ground, scrapping her hands and elbows Nightmare panicked and fell to the ground with Bloodgood bouncing off, her head coming free. The gas station they raided crumbled to the ground under the shock waves as a loud _boom! _filled the air. The road jutted up and splintered into hundreds of pieces as gaping holes that led down into the sewers opened up.

"What the Sphinx was that!?" Nefera cried out when the shaking stopped, slowly picking herself up and hissing at her bleeding bruises.

"I can't imagine," Bloodgood's voice came from somewhere as her body stumbled about, trying to find her head. "But since it came from the sewers, I'd assume Ben and Skelita ran into some trouble.

"You have no idea," a raspy voice coughed. Nefera turned to see a fiery hand come over the edge of one of the holes in the road, another hand joining it before Heatblast's head appeared. Skelita soon joined him, her bones blackened and parts of her leather outfit burned away to reveal white rib bones. Another skeletal woman, her bones also blackened from the explosion, appeared next to her, Heatblast pulling her full body weight out of the hole with ease.

"What happened to you three?" Nefera asked, bewildered. "And who's your friend?"

"Well, to answer your second question, this is Skelita's mother," Heatblast explained, brushing his scorched rocks off. "And to answer your first, Skelita accidentally changed me into Heatblast when her mom didn't believe her about, well, me. And, well, things ended with a bang, if you will."

"You really must stop telling jokes, Benjamin," Bloodgood sighed as her body finally found her head and reattached it to herself. "Mrs. Calaveras, are you the only survivor of your group?"

The skeletal woman sadly nodded as the Omnitrix deactivated and returned Ben back to normal. Mrs. Calaveras jumped at the sudden change, looking stunned upon seeing Ben in his human form. Ben rolled his eyes and walked over to Nightmare. "Do we got everything we need?" he asked.

"I think so." Nefera answered.

"Good," Ben sighed, rubbing his temples. "Lets get the Sphinx out of here."

* * *

Twyla slowly cracked open her eyes and looked around her dark room. It was one of the few rooms in the entire base that had no light source at all; it was unnecessary as Twyla could see in the dark as if it were daytime. She sat up in her queen sized bed and rubbed her eyes, looking into the darkness. Everything seemed normal. She didn't find anything out of the ordinary.

Then what woke her up?

A loud tremor shook the underground base, shaking dust lose from her ceiling. Worry now creeping inside of her like a virus, she reached under her pillow and pulled her pistol, turning off the safety setting and cocking it, ready to fire. Dressed in nothing but black short and a tank top, she rushed to the front of her room and out the automatic door, running down the hall towards the base's entrance, where the disturbance was coming from. She passed several soldiers getting ready for battle; none of them gave a second glance at her unusual attire, it must have been that dangerous.

She finally came into the blistering cold, ignoring the way her skin felt in the biting wind, and gazed upon the battlefield with horror. Hundreds of bodies dotted the area, most them thankfully being mutants and Ectonurite dust. What worried her the most however, were the number of tanks a large scythe painted on their sides that lined up the back, cutting off any escape. And as if to make things worse, the attack's leader seemed to really have a bone to pick with the Rebellion.

"Come out with Tennyson bound and gagged and I _might _let you live!" Viktor roared, shaking a mighty fist from the safety of one of the tanks. Twyla frowned and narrowed her single eye before diving head first into the battle, killing a foolish Aerophibian with a single shot before taking on one of the few mutant Vaxasaurians; the beasts had spikes all over their bodies had a large shell on their backs, thick clubs on their tails and second pair of smaller pair of arms under their even bigger ones. She shot several rounds at the mutant's face before ramming her head into the creature's chest and wincing at the throbbing pain that entered it. She stumbled back and rolled to the side just int time avoid a gigantic fist that came crashing back down. With a grunt, Twyla jumped onto the creature's fist and ran up its arm, shooting several rounds at the mutant Vaxasaurian's eyes and jumping onto its head. She jabbed a fist into the beast's jaw and kicked it in the back of the head before jumping back down to the ground and grabbing it by the tail. With a grunt, she slowly flipped the Vaxasaurian over her shoulder and threw it to the ground, blasting it in the face again and finally killing it.

Breathing heavily, she dodged an attack from an Arachnichimp and shot a single blast o bright orange plasma at the alien's head, killing it before wrestling a Vulpimancer to the ground. A little ways over, Hoodude and Heath were using their usual tactic in a fight; Hoodude would first touch or tackle a random mutant before Heath subjected him to severe amounts of pain he couldn't feel, or throw the voodoo doll into the fray where he was attacked by the mutants, the hideous creatures unknowingly killing their own pack mates.

Gil, with his head now clearer than before, was using his Orishan gauntlets to blast away at the army, having gained much better control over them than last time. He blasted out a jet of pressurized water at a Lepidopterran, grounding it for Heath to finish off. He then expertly formed the water jet into a long whip, freezing the end into a ball of sharpened ice shards and swinging around, creating a wide berth around him.

Even if their incredibly weapons and impressive fighting skills, the Rebellion was slowly losing ground. The tanks at the edge of the battle were constantly firing into the battle, cutting through their numbers as well as their own without care. And still, the Rebellion fought on.

With a massive roar, an indigo colored _Tyrannosaurus Rex _with violet colored stripes charged through the battle, bellowing and swinging her head from side to side to knock mutants off balance before snatching an unlucky Vaxasaurian in its jaws. The dinosaur shook its head like a dog before tossing its victim back towards one of the tanks and hitting it with a lucky shot. The roared again and charged at another Vaxasaurian, only to be grabbed by the jaws and flipped onto her side. She was immediately swarmed by Vulpimancers and Lepidopterrans, the mutants, viciously biting in her flesh and tearing at her with her claws. Had it not been for a quick transformation into a spider, Jane would have surely been killed. Skittering on her eight legs, Jane ran through the snow, hating the cold feeling as she ran up the nearest leg she was positive was on her side. She scuttled up the person's leg and onto her shoulder, find herself staring right up at a large wall of pink and green.

Jane had climbed Venus, who was using the vine whip trick she had developed and perfected with Swampfire, even managing to ignite the very tip of the weapon with a lucky spark and some methane. She lashed out with her whip and wrapped it around the neck of a Vulpimancer, jumping onto its back and riding it through the battle like a crazed bull, whooping and laughing as she ran the mutant into his fellow companions until a twisted human knocked her off her ride and pinned her to the ground, roaring and attempting to bite off Venus's head. A large shadow engulfed both of them and looked up just in time for a purple colored tiger with black stripes tackle the mutant to the ground and kill with t a bite to the neck, snapping it spine in the process.

"Thanks," Venus sighed with relief. Her gratitude was short lived when a mutant Tetramand tackled Jane to the ground and pinned her there, pinning Venus to the ground as well and holding her there. All around her, her friends were losing their battles; Twyla was knocked aside like a rag doll by a mutant bear, landing in the snow unmoving; Gil was taken out by a mutant bull ridden by a twisted Arachnichimp; Heath and Hoodude were tackled and pinned to the ground by a Vaxasaurian; Jinafire was knocked out of the battle from a tank blast, landing without consciousness; even Robecca, who had managed to avoid capture for a while, was taken down by a Vulpimancer, her copper skin denting and crumbling under the alien's weight, Venus snarling at the sight of her ghoulfriend losing her beauty.

"Give up now, and I _might _let you live, you annoying hooligans!" Victor roared

"Not if Atomix has anything to say about it!" a slightly robotic voice yelled. Everyone that was still awake craned their heads to see a gigantic, green mushroom cloud come from the back of the battle, watching as several of the tanks went flying. A large figure jumped out from the explosion, jamming his fist into the ground and sending out a shock wave that knocked everyone off their feet. With his fists glowing green, Atomix tore through the stunned army, tearing into them without mercy and with rage burning in his beady little eyes. He launched himself at the Vaxasaurian holding Hoodude and Heath down, grabbing it by its thick neck and lifting it up above him with ease.

"Fissile Whistle!" Atomix cried out, tightening his grip before easily swinging him around and throwing the poor mutant into a tank, blowing it up and killing the alien. Barbarously, he ripped through the hordes, his chrome white body glowing a deadly grin socked, punched, kicked, and rammed anyone that got too close. He rammed his pointed head into the Vulpimancer that had taken out Robecca and gave it an upper cut to its massive jaws that sent it flying into the atmosphere.

"Girlfriend, are you alright?" he asked gently, helping Robecca to her feet.

"Fine, luv," Robecca groaned. "I think some gears of mine got knocked lose though."

"Interesting," Atomix mused. "One sec."

As soon as he said that, he shot into the air and cupped his hands together into a single large fist, smashing it down on the Vulpimance'rs skull and slamming it into the ground, killing it. Without another word, only giving a small two finger salute to Robecca, he leaped back into battle, ramming his head into the Tetramand holding Venus and Jane prisoner, whirling him around his like a pizza before throwing him into another tank, blowing it up. With the ghouls, Atomix went to finish off the rest of the tanks, throwing Victor down to the ground to deal with later. His fists glowing green, he jabbed them into the thick hulls of the tanks, sending them flying dozens, maybe even hundreds of miles into the distance with ease.

He grabbed a tank by the barrel and swung it around him, taking a horde of mutants that had been brave enough to surround him, before hurling it off beyond the horizon. He moved onto the next tank, his hot hands melting the treads and metal sides, a large explosion ripping the tank apart. He repeated the process with every tank that lined the back before moving off again to deal with the mutants, single handed.

A Tetramand roared and tried to attack Atomix from behind. Skurd quickly oozed over the oblivious alien's back and sprouted a dozen Petrosapein spikes, killing the Tetramand when he landed on them. Noticing the extra weight on his back, Atomix tore the carcass free and used it similar to a pair of nun chucks, slamming the body into a pair of Vulpimancer's and dazing them when they fell to the ground.

"Nuclear Anvil Drop!" Atomix cried as he flew into the air and dropped down onto the mutant creatures, popping his sharp elbow out for maximum damage. The Vulpimancer's squealed on landing, a loud and sickening cracking sound ringing out over the battlefield. Now dead, Atomix used the two Vulpimancers to beat other unlucky mutants over the head, clearing out half of them with ease before coming to the piece de resistance.

"HAA-MEE-NA HAA-MEE-NA HAA-MEE-NA-HA!" Atomix cried, slowly spinning his fists out in front of him as the entire leftover remains of the army charged as one at him, hellbent on at least killing him and succeed in their master's plan.

"NUCLEAR WINNER!" Atomix roared.

No one could really guess at what had happened then. Bloodgood, Nefera, and both Calaveras thought they saw a demonic being wipe out the entire army with a single blow from his mighty fist. Venus, Robecca, and Jane all claimed to have seen the very earth swallow the army whole, mercilessly torturing them beneath its. Heath and Hoodude would simply say they just saw the mother of all explosions. Whatever had happened, nobody would forget it when the entire world seemed to tremble and shake, falling apart at the scenes from the very explosion that rocked the world. Everyone within a two mile radius was blinded by the bright that followed as a loud shock wave blasted snow outwards into massive waves.

When the blinding green light finally died down and everyone could actually see their own hands in front of them, the sight that followed shocked and horrified everyone. The reason so was because there was nothing, literally no trace left of the mutant army that had invaded the Rebellion's base. All that was left, the snow having been blown out from the shear magnitude of the explosion, was Atomix, crouching low over a perfect circular shaped slab of rock. Without a word, the alien stood up and turned around on his heels, his metallic feet slamming into the bare rock with each step as he approached Victor who, for once his life, was cowering and visibly shaking as Atomix walked closer to him, bent down, and picked him up by the front of his shirt, easily lifting him up from the ground and bringing him close to his face.

"Send a message to Zs'Skayr for me," Atomix spat, his usually joyful sounding voice deep and dark like, devoid of any happiness whatsoever. "Ben 10 has returned."

Victor nervously nodded his head as Atomix slowly pulled him away from his face and easily brought him back over his shoulder, assuming a pitcher's stance as his fists glowed green once more. With a final ' HAA-MEE-NA HAA-MEE-NA HAA-MEE-NA-HA!', Atomix threw the Transylian across the horizon, watching him fly out of sight before the Omnitrix began beeping. With a final flash of green light, the magic watch changed the alien back into Ben, who had a grim and stoic look on his face. Without a word, he turned on his heel and walked over to a snowbank, gently extricating an unconscious Twyla from it and carrying her bridal style back into the base. Jinafire and Gil had come to and had seen the explosion that resulted in the entire area in front of the base entrance being blown to bits.

"Just when I thought he couldn't get any hotter," Nefera sighed lovingly.

**Wow. Even I'm shocked at how I wrote this chapter. Hope it wasn't too dark for this story. Then again, the part where Ben and the Monster High gang rescued Frankie was also a tad dark.**

**Anyways, I hope you enjoyed the chapter. Finals are finally over, so I was able to finish writing this and get it posted in a relatively short time.**

**Now it's time for some shameless advertising! I am currently in partnership with two writers on this site, _Data Seeker _and _I Wish I Had A Waffle. _I am writing a Ben 10 story with _Data Seeker, _a parody of _A Christmas Carol _with Charmcaster playing Scrooge. Later, we are writing another story, also with Ben 10, that doesn't currently have a title. If you wish to know more, look on either mine of _Dats Seeker's _profile.**

**As for _I Wish I Had A Waffle, _we're writing a Total Drama story that is half SYOC and half canon story, meaning we have veterans and rookies in this season. We have already written the introduction chapter, so no need for more OCs. If you are interested, check out his account.**

**Now that I'm being shameless, I have to ask again for some fanart of some kind of this story. I know its annoying, but I would seriously like a better cover for this story than what I have, mostly because it came from a flip flop commercial, something I'm not proud of.**

**As always, comment, review, suggest, and request below!**

**Hasta Luego!**


	25. But Don't Geniuses Live in a Lamp?

**And I'm back with another chapter! Man, I am good at this! I don't know how I do it, but I somehow do! I guess being dead has its advantages.**

**Anyways, I might as well bring some shameless advertising to this story. If you like Xover stories, Godzilla, and Disney, then have I got a story for you. From the very guy that has been helping since chapter 10 (I think) and has sent this story on the wild ride it is, _DJ Rodriguez_, comes his novel of a story _Monsters and Magic_! I highly recommend reading this story at some point in your life, and if you don't believe me, go onto Youtube and search the review the story was given by Youtuber _NaruHinaProductions_. Seriously, if a story is good enough to get a review on Youtube, then it's a very good story.**

**Another matter to address is for those who are following all of my stories. I may focus on this story more than my others, but it is simply because I have no deadline for this story, while the others do. I guess when I can post chapters whenever I want, it makes me want to work on them even more.**

**As always, comment, review, suggest, and request below! I love to hear from my readers!**

**Onward!**

**Disclaimer: I do not own anything from Ben 10 or Monster High. All I own is Phobos.**

Zs'Skayr glowered at the lowly Transylian that cowered before him. Everything had been going according to plan until _he _showed up. The High Eco-Lord's glare deepened as he angrily drummed his fingers on the arm of his throne. The twelve mutated Tetramands that lined the walls of the throne chamber growled and raised their hackles as their master got more ticked.

"So, Tennyson has returned, has he?" Dr. Victor heard his master hiss with great disdain.

"Y-y-y-es, m-master," Dr. Victor stammered, attempting to shrink under Zs'Skayr's intimidating stare. "T-they freed the Steins and destroyed m-m-my b-base of operations as w-well."

The Ectonurite ceased drumming his fingers and instead got up from his large, spiked throne. With scythe in hand, he floated down the steps of his throne and towards Dr. Victor with a seriously annoyed look on his face. The scythe gleamed in the torch light, catching Dr. Victor's terrified expression. The Transylian saw his light flash before his eyes as his master raised the weapon over his head, as if to strike him dead right where he cowered; he closed his eyes tight and waited for his head to the floor.

After a few harrowing seconds, nothing happened. Dr. Victor cracked open an eye and watched Zs'Skayr quickly change direction and head towards the nearest member of the mutant guard. With a single, fluid motion, the Ectonurite swiped the blade across the Tetramand's thick neck, severing its head clean off from its body and splattering thick, black blood all over the wall and floor. The effect was immediate as every mutant in the room converged on the carcass and messily tore into it, dispersing after a few mere seconds leaving nothing behind. The entire body was gone before it even fell to the floor, devoured within seconds like a shoal of piranha; even the blood stains on the floor and wall had been licked clean.

The mutants resumed their positions, leaving the space where their fallen comrade once stood wide open. A few silent minutes after that, an infected Necrofriggian took its place and silently stood there, awaiting orders as if nothing happened. Dr. Victor trembled from the sudden action, watching with terrified eyes as Zs'Skayr floated over to one of the grand windows that stretched the height of the throne room and looked out over the fortress, appropriately named Zs'castle Zs'Skayr.

"Victor, do you know why I keep you around after so many failures at the hands of Tennyson?" Zs'skayr asked after a while, never turning his steely gaze away from the cold window. Victor didn't dare move an inch from his spot on the floor; the slightest of wrong moves and Zs'Skayr would kill where he stood without a second thought. Still, he answered the question.

"B-because you need m-my intellect, master?" Victor trembled, adding the title at the end for good measure; Khufulu had somehow managed to avoid serious punishment from Zs'Skayr after losing possession of the genie so quickly. The Ectonurite suspected Tennyson had managed to accomplish the task and only gave the Thep Khufan the punishment of scrubbing his castle's floors with his own toothbrush. Perhaps cowering in fear and constantly kissing up to the master would save him his life?

"Close," Zs'Skayr whispered after a while. "The only reason I keep you around right now, even after utterly failing me, is because I require your services at the moment. Fail me again, and I shall not hesitate to retire you . . . . permanently."

Dr. Victor nodded shakily and climbed to his feet quickly, giving his master a quick salute and bow. "Y-yes, master! I shall not fail you again!"

"Good," Zs'Skayr growled, turning his bony face to the Transylian. "It is time to proceed with Operation: Cosmic Storm. _**Do not fail me.**_" he hissed, floating over to Victor and putting the blade of his scythe just an inch away from his thick neck; one twitch of the weapon and his head would be severed from his body, his carcass quickly devoured by the mutants lining the walls and loking at him with hungry looks.

"Y-y-yes, master."

* * *

"How's your head?" Ben asked, sitting on the edge of Twyla's hospital bed. After Ghoulia checked her out, she deemed her ready to leave the med bay whenever she wanted, the Boogey Girl only suffering from a headache and large bruise on her head. She held a pack of ice to the wound, wincing at the freezing touch before relaxing into it.

"Good. You handled your responsibilities pretty well." Twyla noted.

They were not the only ones in the room. Gigi, though completely healthy, was simply too tired to move to the dorms and was currently snoozing peacefully in one of the hospital beds; Ben made a mental note to carry her back to the dorm at some point. Frankie, after much arguing, was also asleep. Her parents, worried for her health, demanded she remain in the med bay so that she could continue to heal, as well as keep a close eye on her interactions with Ben. That last part only really applied to Mr. Stein, as Viveka approved off Frankie's relationship with the watch wearing hero. As she constantly tried to remind her husband, "There is no one in the entire universe that she could possibly be more safe with."

While the words greatly reassured Ben, that still didn't prevent him from feeling uneasy around Frankie's father, who watched him like a hawk when he and his daughter were ever in the same room together. At the moment however, he was more worried about Twyla's condition. "You want me to walk you back to your room?" he asked.

"I'm fine," she waved him off. She then attempted to stand, holding the ice pack to her head as she touched her bare feet to the floor and gently pushed herself off the bed. She stood there for a few seconds on shaky legs before they fell out from under her; Ben caught her just before she hit the floor.

"Doesn't look like you are," Ben remarked as he shouldered her arm over his shoulder. "I'm walking you back to your room whether you like it or not."

Twyla continued to argue, but eventually gave it up after the pair had left the infirmary and turned down the hallway, moving towards the back of the base. They mostly traveled on in silence, Ben filling Twyla in what she had missed while she had taken the day off. The Boogey Girl was surprised to say the least. She knew Ben was fully capable of being a leader, but she never expected him to lose it. The way he described the battle actually scared her a little, and knew the later descriptions she would receive from her troops would scare her even more.

"Why did you do that?" she asked when they finally reached the door to her quarters.

"Do what?"

"You know what I'm talking about." the one eyed girl said.

Ben shifted uncomfortably on his feet, Twyla's fingers drumming impatiently on his shoulder, awaiting for an answer. It was a full five minutes before he answered. "Because . . . back in my universe, I don't really have anyone to care about. No one really special anyway," he said, bowing his head slightly. "My cousin can easily defend herself, Kevin is a total animal, and Rook is, well, Rook. Other than them, my friends and family, I have no one to care about, no one special. I guess when I saw my ghouls in danger of being killed, without any hope of making it out, I kinda . . . . lost it."

Needless to say, Twyla was speechless. No one in her entire life had cared about her so much. She had never known her mother, who had presumably died giving birth to her. Her father, caring as he was, tended to neglect her every now and then he got too into his job, sometimes acting worse than the nightmares he brought upon the Normies he terrified at night. And here, a Normie of all things, was telling her that he cared about her safety more than anything in the world, even more than his own life. And not just her life, but of all those he had come to care for and love.

Without warning, she smashed her pale lips against Ben's, closing her one eye and jabbing her tongue between his teeth, silencing any struggling. She felt his arms slither around her waist like a pair of snakes, pulling her in tight as she moved her hands from his face to around neck. She ran her tongue over his teeth and own tongue, sliding down his throat and moaning as Ben moved his lips. She felt Ben's arm muscles tense as he lifted her off her feet, leaning back slightly as Twyla moved her pale hands under his shirt, tracing her delicate fingers over Ben's muscles. She Ben's finger twitch on spinal cord, sending waves of pleasure throughout her body. After a while, they eventually had to break for air, Ben setting Twyla back down as she rest her head in the crook of his neck, a smile on her lips.

"What was that for?" Ben asked, stunned.

"For being you, duh." Twyla replied sweetly.

Their moment was interrupted when the hallway exploded with a bright pink light, blinding them as they attempted to shield their eyes. The light died down to reveal a woman a couple inches taller than him. Her skin was slightly pale and she had dark markings under her violet colored eyes. Her snow white hair ran free over her shoulders and slightly wrinkled skin as she regarded the pair. She quickly saluted Twyla, wrinkling her leather outfit ringed in magenta and strange, golden symbols on the elbows, arms, shoulders, knees, and ankles. Her violet eyes then moved over to Ben, regarding him a bit before widening, her black lips dropping open in shock.

"Ben?" the woman stammered, slowly walking up to him and resting a hand on his face, as if not really believing he was there in the hallway with her.

"Charmcaster?" Ben wondered after a seconds of looking hard at the woman. It was indeed the heroin turned villain from Ben's past, right there in the living flesh. The sorceress cried happily and pulled Ben into a bone crushing hug, Ben returning the affection once he was sure his lungs wouldn't collapse in on themselves from the sheer force.

"It's been so long!" Charmcaster exclaimed happily, releasing her vice-like grip on Ben.

"Try about 50 years," Ben joked. "I hear you work as a spy for the Rebellion?" he asked. Charmcaster nodded vigorously. "After you didn't return from "taking care of some business", I tracked your mana to the warehouse and found the Rebellion." she explained, twitching her fingers under the quotes. "I take it you've been sent spinning through time or something?"

Ben nodded as Twyla cleared her throat. "I assume you have a reason for coming here, Hope?" she asked, Charmcaster frowing as her face turned red.

"I told you not to use my real name!" she hissed.

"Sorry, _Agent Ecto-butt Whooper_," Twyla apologzied with sarcasm.

"Agent Ecto-butt Whooper? Really?" Ben asked his friend with a cocked eyebrow.

"_Anyways,_" Charmcaster pressed on, trying to push past the somewhat embarrassing habits she had picked up during her time in the Rebellion. "I do have dire information, Glorious Leader. Lord Zs'Skayr is executing a plan called 'Operation: Cosmic Storm'," she informed Ben and Twyla.

"That doesn't sound good." Twyla mused. "What I wouldn't give to have a Merlinisapien spy force."

"I could always go ChamAlien and scope out the place." Ben offered.

"Oh, yeah, like I'm gonna send you out on more recon missions." Twyla joked as Charmcaster gave the two of them an odd look. "Is there something I'm missing here?" she asked skeptically. Realization crossed Twyla's face, her cheeks turning red in color as she nervously played with her hair with one hand; she grabbed Ben's in the other, squeezing it tightly.

"Oh, um, I guess you don't know . . ." Twyla trailed off nervously as Charmcaster folded her arms over her chest, waiting for an answer.

"We're dating." Ben said bluntly. Charmcaster blinked and processed the information.

"I always knew you still had in ya," she joked with a smirk. "But relationships aside, I've got bigger news."

"What?" Twyla and Ben asked in unison.

"I found Whisp."

* * *

"This is it?" Chromastone asked, swooping down low to the ground and landing with ease, Charmcaster landing beside him. The two had gone out on the mission to retrieve Whisp before Zs'Skayr could reach her, using standard travel instead of teleporting; according to Charmcaster, it wore her out. They had flown across miles upon miles of empty landscape before coming to the area Charmcaster claimed Whisp had taken up residence in.

A large cave yawned before them, its mouth wide enough for a being the size of Humungousaur to enter without ducking. Teeth-like stalagmites sprouted from the ground of the cave, making seem rather uninviting as water dripped from the ceiling.

"Yep. When Whisp ran away from the Rebellion, she _really _ran away," Charmcaster explained as she and the Crystalsapien started walking into the cave. "We're somewhere around where Los Vegas."

"Up for some gambling?" Chromastone joked as Skurd sighed and face palmed. They traveled on in silence, Chromastone's magenta colored crystals providing a light source as they traveled deeper and deeper into the cave. Water dripped down from the ceiling, creating a constant sound that echoed throughout the cavern and was bound to drive anyone who stayed in there too long absolutely crazy.

This made Chromastone a little worried; how long had Whisp been alone in this cave, away from any trace of the war between Zs'Skayr and the Rebellion? What had possibly made her leave her sister and friends and made her come here? And how on earth was she handling complete solitude, now that she could no longer see the world through Gigi's eyes if she wanted to? His thoughts continued to wander as his stone feet clapped loudly on the cavern floor. After a few more feet, Charmcaster and Chromastone came to the edge of large gorge, the rock walls extending downwards into the seemingly endless abyss. "Wow." Chromastone marveled as a green light washed over him and changed him back into his human form.

"There's some writing over here," Charmcaster noticed, summoning a glowing ball of mana to give them light. She moved over to a the rock wall of the tunnel that led to the edge of the underground canyon, blowing away the dust that had accumulated over the years. "It says, "Grow some wings and fly across, or you experience severe loss". How cheerful." said Charmcaster sarcastically.

"If the sign says so," Ben grumbled, accessing the Omnitrix and selecting Stinkfly. He then slapped the activation button and let the green light engulf him, working its magic as alien DNA was injected into his veins. He felt his bones and muscles dissolve into liquid, his organs vanishing as a sort of nervous system took over. Ben felt every fiber of his being, every cell in his body separate from each other, becoming lose and uneven. The cells became lose and slimy, melting down into a puddle of ooze as the Omnitrix left his presence, reconfiguring into another type of device that buzzed and floated above the ground. After a few seconds, he felt a sort of attraction to the device as he pulled himself together into a humanoid shape with random feeler-like protrusions sticking out of his arms and neck.

"Goop? Aw, come on!" the Polymorph whined as Charmcaster suddenly cracked up at the sound of his odd voice.

"Yeah, yeah, laugh it up." Goop grumbled, focusing his attention on his Anti-Gravity Projector and taking to the air. He easily flew over the endless void, doing odd twists and turns as Skurd hung on for dear life. Charmcaster soon followed after casting a fly spell on herself, allowing her to swoop over the gorge, encased in a glowing, pink light.

"This seems too easy." Goop noted.

"Dear boy, have you learn nothing!?" Skurd yelled as a loud roar shook the cavern. The trio glanced down just in time to avoid a large tentacle as thick around as a gasoline truck shot up from the darkness, slime dripping from the razor sharp hook that lined the suckers. Another tentacle rose from the darkness and another. And another. And another. And another until there were almost a dozen.

"You!? Again!?" Goop screamed as he recognized the tentacles of the Kraken.

"The old boy just doesn't know when to give up, does he?" Skurd sighed as Goop wrapped himself around a section of a writhering tentacle, focusing himself as a loud hissing sound and noxious smell filled the air. The Kraken screamed in agony and withdrew the appendage, screaming even louder as Charmcaster yelled out a spell that Goop didn't catch, three glowing disks shooting out from the sorceress's hand and severing three more tentacles. With a slight laugh, Goop hacked and spat out a loogie of acid slime, the wet projectile splattering all over a section of tentacle and burning right through, the severed limb falling into the darkness as Charmcaster and Skurd gagged from the smell.

"Ugh, I can not stand that smell anymore!" Skurd yelled, stretching himself over Goop's gooey body and changing Goop's arms into a Pyronite sword and mace, both weapons instantly catching fire. With a garbled yell, Goop swung his sword and cut into another tentacle, blasting a jet of fire from his mace and cauterizing the wound, making the behemoth's blood boil as its body caught fire. Quickly catching on, Charmcaster blasted a wave of purple fire from her fingertips at the rest of the tentacles, smirking when they caught fire and raced down towards the head that sat in the darkness below.

"Lets get out of here before Calamari Breath calls his friends!" Goop cried, flying over to the over side as the Omnitrix timed out and reverted him back to normal, Skurd returning to his position on his wrist as Charmcaster alighted down and summoned another ball of mana to light the way. They walked through another tunnel in silence, water trickling down the walls and into a small stream that eddied out into a large pool in a large cavern.

"Anymore writing?" Ben asked Charmcaster.

The sorceress nodded and looked over the cave wall of the tunnel, wiping her hand across to read. "Grow some fins and dive into the water. Find the key or it will be worse than facy a giant, snaggle-tooth otter."

"Um, okay?" Ben cocked an eyebrow. With confusion written all over his face, he accessed the Omnitrix and cycled through his roster of aliens before coming across Ripjaws. Hoping to get a successful transformation, he slapped the activation button and let the green encase him and begin to change his appearance. He felt his bones liquify and his muscles turn into soup. His fingers and hands melted together into long, elastic tentacles. Ben felt every fiber of his being pulled apart as his face hardened and his organs moved up behind it. A hard casing formed around his organs and face, turning into a hard face plate with black designs on it. He felt the Omnitrix and Skurd slip inside him as his entire body suddenly turned into a large puddle of water, the face plate floating around in the water. With a surge, the water ripplied and reared up into a figure with a hunched back like a cresting tidal wave, two lose and large tentacles of water emerging from the wave as the face plate came out on a wet neck. The alien had no visible legs, but seemed to move around simply by washing and swooshing over objects like a torrent.

"What the- dude, who is this?" the alien asked Charmcaster in a voice that sounded similar to what a surf obsessed surfer might sound like.

"Ugh, you, my friend, are an Aquadite," Skurd grumbled from within the alien. "An alien whose body is almost made entirely out of water. And did I mention that I _hate _getting wet!?"

"Hmm," the Aguadite mused. "In that case, I'll this one 'Overflow'"

Charmcaster rolled her eyes. "If you're done staring at yourself, can you please just do the thing with the thing?" she asked somewhat impatiently. Overflow nodded and slipped into the pool of water. Charmcaster watched as the very surface of the lake stopped rippling and held so still it seemed virtually impossibly. Then, with an almighty roar, the water shot straight up into the air, cascading over the sides and soaring up towards the ceiling before coming crashing down in front of Charmcaster, accumulating into a much bigger version of Overflow. "Dude, you can like, totally grab the key now!" the Aquadite said happily. Charmcaster rolled her eyes and jumped down into the pit that was the pool, scouring the rocky bottom and finally finding a rusty, bronze key tied to an anchor by a thick, metal chain. A single blast from her finger broke the chain and released its hold on the key.

"Dry yourself off so we can get going!" Charmcaster called back over her shoulder as she crawled out of the pit. Overflow nodded and came crashing back down into the hole and releasing his hold and control on the water, climbing back out and shaking himself free of the water's hold, a green light washing over him and changing him back into Ben.

"Wonder how many more aliens I've got in this thing?" Ben wondered, glancing at the Omnitrix with a smile.

"If you're done marveling at your little watch, we should probably get going?" Charmcaster suggested, slipping the old key into a rusty, iron door in the wall of the cavern. The key turned with a little protest and the heavy iron door open with a loud moan that echoed throughout the cavern when Charmcaster and Ben put their backs into it. They walked through the door into blackness again, Charmcaster summoning another ball of mana into her hand.

"So, what's up with all the trials?" Ben wondered aloud.

"Isn't it obvious?" Charmcaster asked.

"Don't ask the boy that. Not much comes to him," Skurd grumbled, Ben whacking his wrist the stone wall to silence him. "Ow!"

"Think about it, Ben," Charmcaster sighed. "The first challenge was to fly over the gorge and defeat the Kraken at the same time, something only _you _can do. The second challenge was to dive to the bottom of the pool and get the key; that key was attacked to a heavy chain that could only be bitten through by Ripjaws, something only _you _can turn into."

"But you broke the chain." Ben pointed out.

"Whatever. My point is that Whisp obviously set up these tests and trials so that only _you, _out of anyone in the world, could come and find her," Charmcaster explained. "She likes you."

Ben did not know how to respond to that. He didn't have to either as the pair entered what seemed to a final chamber. It was large and spacious and surprisingly devoid of anything else in it. On the other side of the cavern was an opening, an obvious exit.

"This seems to easy," Ben mused. "What's the writing say, Charmcaster?" Ben asked.

"Don't get killed." was all Charmcaster could read; the rest was so eroded away that nothing else could be seen of the small, but obviously important text. Ben gulped nervously as he slowly stepped out into the cavern, just waiting for something to go wrong, hand hovering over the Omnitrix. Charmcaster followed behind him, following his every step to the letter to avoid triggering something.

But of course, the universe wasn't ready to throw them a freebie.

Ben's foot accidentally stepped on a pressure plate, his foot sinking down about an inch into the ground. A low, rumbling filled the cavern, dust raining down from the ceiling as hidden gears rumbled and began to move. With a yelp, Ben dove to the left just as a large spike shot up from the spot where he had been moments ago. More spikes were popping up all over the place, from the walls and floors and ceilings and threatening to skewer all three of them without mercy. "Ben! Turn into XLR8 or something!" Charmcaster screamed as she just barely dodged a spike that reached all the way down from the ceiling.

"Come on, Omnitrix! No messing around this time!" Ben pleaded as he cycled through his roster and then slapped the activation button, praying that it would be helpful. His skin became cold to the touch the metal plating raced to cover his arms and transform his fingers into metallic fingers. He felt all of his organs simply vanish, as if they had never been there before. For a split second, Ben thought he was going to die, until he felt something else take their place. Things that were rounded and notched around the ends as they began to steadily turn against each other, making a steady ticking sound. The metal plating soon covered his whole body as he felt his face become more square like. A thick protrusion sprouted from his head as the Omnitrix symbol appeared on a glass window that showed his insides turning against each other.

"Clockwork? This is ridiculous!" the Chronosapien whined.

"Are you really that dense!?" Skurd cried out in anguish.

"Oh. Right." Clockwork realized. He quickly raised his hands above his head and commanded the windup key-like protrusion on his head to rapidly spin backwards, a loud ticking noise echoing off the cavern walls as a green wave pulsed outwards from his chest and out into the cavern. The affect was immediate as the spikes slowly started to come to a stop, frozen in suspended animation as Clockwork stopped the flow of the time stream. Once the task was done, he looked around and found Charmcaster frozen where she stood, her spine arched forward as she dodged a spike coming from above her and her arms and legs in odd positions as they tried to avoid the pointed objects. Clockwork walked over to her, his bronze feet thudding loudly against the floor. He then grabbed her wrist in his hand and she flinched slightly as she joined him in the current time line.

"Thanks, Ben. I owe you one." Charmcaster sighed with relief.

"Think nothing of it," the Chronosapien told her. "Now, let us leave this deathtrap before I time out." Charmcaster nodded and dashed towards the exit, leaping over spikes and rolling under them with ease as Clockwork followed from far behind, running as fast as he could (which was not a lot). After what seemed hours on end, he finally reached the safety of the exit door and dropped to his hands and knees, breathing heavily as the Omnitrix timed out. The time line was released and the spikes suddenly were sucked back into the walls, floors, and ceiling with a sudden _pop!_

"You gonna be okay, Ben?" Charmcaster asked with concern, helping the hero to his feet.

"Y-yeah. I'm fine," Ben panted. "But if I turn green, stand back." he warned her, only half joking. Without another word, the pair walked down the large tunnel, praying that there were no more trials to participate in. They soon came out into a spacious cavern lined with everything of luxury; silk carpets covered the floor, plush and comfy pillows piled into massive mounds, colorful and intricate tapestries lining the walls and hiding the cold rock. A slight breeze blew from some hidden hole, giving the seemingly empty room an eerie feel.

"Okay, this is weird." Ben said quietly. They silently separated from each other to cover more ground, Charmcaster summoning mana in her hands to strike at a moments notice and Ben hovering his hand over the Omnitrix, ready to change when need be. After a while of quietly moving about amongst the maze of pillows, running into each other every now and then, Ben noticed something.

Every tapestry that lined the wall seemed familiar. He looked up at one and nearly fell to the ground when he saw that it was an incredibly life-like making of Frankie. Everything was perfect, from her stitches and bolts, to her dress and discolored eyes; the tapestry even seemed to pulse out with Frankie's bubbly and friendly attitude. Ben traced with curious and slightly frightened eyes as he noticed that the other tapestries were of the other guys and ghouls from Monster High, everyone from Heath (hilariously looking as if he had just slipped on a banana peel) to Abbey, who's cold stare seemed to burn into Ben's soul. What startled Ben the most however, was the largest tapestry of them, hung right on the wall opposite of the entrance; it was a wonder he had missed in the first place.

The tapestry was of him, much more muscled and heroic looking then he really was, standing on the edge of a large cliff over-looking a horde of mutants that Ben quickly recognized; Vulpimancer's, Aerophibians, Lepidopterrans, Vaxasaurians, they were all there. Ben, his brown hair long and flowing and out of his bright, green eyes was looking down on them with severe confidence, as if they were complete fools to go up against him. He triumphantly had his arm thrust towards the heavens, the Omnitrix glowing green. Behind him were all of his transformations, everyone from Frankenstrike and Ripjaws to Humungousaur and Way Big; Ben could even make out Nanomech standing on Swampfire's shoulder.

What really threw him for a loop however, were the two girls that stood next to him, looking both dangerous and totally in love with him at the same time. Ben quickly recognized Gigi, with her pale pink skin and royal looking attire, smiling lovingly up at Ben with a pair of large swords clipped to her belt. A large scorpion sat on her shoulder, clicking its claws angrily. Gigi however, was slightly overshadowed by the other ghoul that was much more closer to Ben than her. She looked exactly like Gigi, right down to the freckle that dotted their cheeks. One major difference however was that her clothing's colors were in contrast with Gigi's; where Gigi was pink, she was dark blue, like the night sky. The girl seemed to have a much more mysterious aura around her as well, as if she were hiding some deep secret that only she knew about. Her head rest on Ben's shoulder, her arms wrapped tightly around his arm as stared lovingly up at him.

"Okay, things just weirder." Ben said quietly.

"You don't like it?" a voice asked, sounding greatly disappointed.

Ben whirled around, searching for the sound of the voice. It was definitely feminine, as it was a lot higher than most voices he had heard. He squinted his eyes and looked around the chamber, desperately searching for the source of the voice he had heard. His eyes caught something from a pile of pillows, a sudden shift in the colors, something he just barely noticed. He saw the movement again and gave a yell as he dove into the pile of pillows, feeling hands connect with something slightly firm and soft. He, and whatever was in the pile, went tumbling, rolling together into a mass of arms and legs before coming to a stop, sprawled out across the floor.

With a groan, Ben climbed to his knees and looked behind him to see the same girl from the tapestry sprawled out on the floor, dazed. Unlike the rest of Ben's friends from Monster High, the girl hadn't aged a bit in the last 50 years that had passed.

"Whisp?" Ben wondered as he crawled over to the girl. "That you?"

Must you state the obvious?" Skurd sighed as Whisp sat, rubbing her head. She looked at Ben with wide, curious eyes, cautiously reaching out with a hand to touch his face. Her fingers felt slightly cold and careful when she touched his skin, as if afraid he would vanish in a poof of smoke. She traced her hand over his cheek and chin, lightly touching his nose and pulling on his ears before running her fingers through his hair.

"Um, Whisp? Everything okay?" Ben asked cautiously.

The shadow genie was quiet for a while before speaking. "It wouldn't matter anyway. It's not real. None of it's real."

Ben was taken aback by the statement. "What's not real?" he asked, almost afraid to hear the answer.

"Everything. You, me, Charmcaster, the tapestries, pillows, everything. All of it isn't real." Whisp replied, casting a look away from Ben and looking far away, as if her mind were miles off.

"Uh, I hate to break it to you, Whisp, but this is real. That's why they call it reality." Ben replied.

"Dear boy, can't you see she's lost it?" Skurd whispered to him. Ben threw him a look before continuing on with his words. "Whisp, look at me. Look at me long and hard." he told her. The genie slowly turned to look at him, her face emotionless and unwavering. Her eyes, they almost looked sad, as if she had her feelings hurt in some way.

"If you are real, then me this one question," Whisp demanded after a while, talking in a quiet voice; Charmcaster could be heard somewhere in the cavern, the sound of a pile of pillows falling over and a girl's voice crying out in annoyance being enough evidence. "Why are you here?"

"We're here for you, obviously," said Ben. "We came to get you to keep you out of Zs'Skayr's clutches."

"You came here to get me so that old fart can't abuse me just so can?" Whisp asked coldly. "Nice try, but I am not going with you."

Ben sighed and took her hand in this. "Look, I don't know what happened with you. I used to know a Whisp who kind and caring, with a mischievous and loving streak in her. What happened to you?" he asked with a pleading look.

"I left the Rebellion because I couldn't stand the fighting anymore. I did give them a chance to find me, for _you _to find me, but you never came. I spent years alone in this cave without anyone to talk to or keep me company. I spent my time weaving this tapestries of my memories and dreams, in the hope that they might come true," Whisp answered. "I was a fool to think that would happen."

"Why did you set the traps?" Ben asked, feeling he was getting somewhere.

"So only you, and you only, could find me. Other than Gigi, I didn't trust anyone else," Whisp said quietly. "It was stupid to think you would even come for me."

"But I did." Ben protested.

"Only to bring me back to the Rebellion to be used as a weapon. That's all I am to people, some weapon to use and exploit before throwing it out when it's no longer functional." Whisp hissed.

Ben sighed again. "Look, it's true that I did come to help you with the Rebellion. But that's not the only reason," he told her. "Gigi needs your help; she's become blind, and I can't restore her vision with one of my wishes without you."

"Since when did you get wishes?" Whisp wondered. Ben was about to answer when the genie held up a hand, not wanting to hear it. "Is that the only other reason you came here for me?" she demanded. Ben sighed and bowed his head, his cheeks turning red. He didn't want to have to pull the card just yet, but it seemed it was time to let the secret out.

"No. It's not the only reason," Ben said quietly. "I came to get a girl who I love back. I came to get _you_, the girl I've come to love with all my heart, back into my life. I miss you, Gigi misses you, the ghouls miss you, everyone misses you. And I feel as if a piece of my heart is missing without you." he trailed off. Silence followed for what seemed forever, the only sound coming from Charmcaster's cursing at her foul luck.

"I knew it all along," Whisp suddenly said, a deep smirk on her face. "I just wanted to hear it straight from the horse's mouth." Ben stuttered, mouth dropping open as Skurd suddenly laughed hysterically, falling back and laughing like a hyena as he slapped what seemed to be his knee. "Oh, she got you, chap! She got you good!" she squealed happily between fits of laughter.

"You are evil." Ben said with a slightly annoyed smirk; he was mostly just relieved that Whisp was back to her cheerful, mischievous self. He couldn't ask for anything more.

"Would this be evil?" Whisp asked with an even bigger smirk before jumping at Ben and sending him to the ground, landing on top of him as she pressed her lips to his, surprising him for a moment before relaxing. He felt Whisp's sharp tongue firmly trace its away around his lips before silently sneaking its way past Ben's lips and teeth, running itself over his tongue and the roof of his mouth before sliding it deeper down his throat, relishing the pleasure it gave her. She felt Ben's strong arms slowly wrap around her back, holding her nice and firm against him as she traced her delicate hands over his chest and shoulders, eventually slipping them under his shirt; she was surprised to feel how firm his chest was, figuring him to only be slightly muscled considering his somewhat overuse-age of the Omnitrix. Mentally smiling, she took one hand out from under his shirt reached behind her Ben's hands, gently grabbing them and guiding them down to her ass.

"You sure?" he asked politely, briefly breaking the sweet kiss, a single thin thread of glistening secretion between their lips.

"Being alone in a cave for half a century will make you fantasize some crazy things, Ben." was all Whisp said before letting Ben's hands go and caressing his cheek, forcing her lips back onto his and slipping her tongue between his lips. She felt his tongue, slightly rough and smooth at the same time, move against her own and felt it slip inside her own mouth, gently and carefully moving over her perfect teeth and tongue before going down her throat, deepening the soul kiss; it made her feel even better, slightly moaning as she moved her hand beneath his shirt again. She felt Ben's strong hands gently squeeze her ass cheeks, sending waves of pleasure through her body as she felt another part of her slowly begin to take over. Absentmindedly, she began to slowly grind her the area between her legs against Ben's, feeling something rather hard there. She felt herself grow hot at the mere thought of things and mentally slapped herself for doing it. Still, it felt wonderful.

An idea came to her as reached behind her with her other hand and grabbed Ben's right wrist in her fingers, leaving his left one to firmly pinch her left ass cheek, causing her to moan even more. She slowly, ever so slowly, brought his hand back towards her right breast, so as not to scare him. She guided his fingers onto her breast, gently touching them down on it before lightly forcing his palm down; Ben didn't move in the slightest. Whisp mentally smiled, her lips otherwise occupied, and gently moved his hand around in a small circle, leaving it to slid back under his shirt when she was sure he was getting the hang of things. She had never felt so good in her life; being alone for 50 years could do that to a person, especially if they were generally ignored by the outside world with only one other person to talk to for eternity. Whisp felt Ben tighten his grip on her breast and gasped with pleasure, grinding her ass even harder.

Ben then suddenly hefted their combined weight up and took put hands under Whisp to hold her steady as she wrapped her arms around him to stay firm; their kiss never broke, but it was definitely coming to end. Whisp was actually disappointed she didn't get to feel anything more, but she was sure Ben had his reasons. The two gave one last kiss before parting, both faces red in color.

"I was just having fun." Whisp whined, half joking.

"Whisp, I love in you every way possible. But we aren't old enough to go _there _yet." Ben told her.

"I'm older than Normie civilization, Ben." Whisp replied.

"And how many genie years is that exactly?" Ben asked with a deadpanned look. "My point is we, maybe only me, is too young to do that kind of thing. Maybe later, but not right now, okay? Whisp sadly agreed, but not before she kissed Ben again, causing the hero to turn red again.

"You ready to come back?" he asked.

"Only if I get to sleep with you," Whisp replied, much to Ben's horror. "I kid! I know my boundaries." she added, Ben sighing with relief. "I still insist you carry me though."

Ben shrugged and positioned his arms under Whisp's legs and upper back, carrying her bridal style with her arms around his neck as they walked out from behind the massive pile of pillows to find Charmcaster at her wits end with the rolls of carpets that lined the floor, one of which actually seemed to remove itself out from under Charmcaster and send her to the floor.

"Finally," the sorceress grumbled, climbing to her feet. "That magic carpet of yours is really rude, Whisp." she added, not even really paying attention to the way the genie and Ben were positioned. "We all set?" she asked. Both of them nodded and Charmcaster snapped her fingers, all three of them being engulfed in a magenta colored light before vanishing from existence for a split second.

* * *

Gigi nervously drummed her fingers on her knee. Normally, she wasn't this impatient to grant wishes, often being reluctant when her Finder made a wish within the first five minutes. It was standard Finder behavior, but the first wish usually led to more wishes that turned out worse than the first one; this was usually when her sister, Whisp, would come in and plant seeds of doubt and ill will into the Finder's mind, wanting to horde all the magic herself. Gigi usually managed to save the Finder just in time with the mirror given to her by the Brothers Grimm before Whisp could do any harm. Now that she and her sister were on good terms, and she no longer had any rush to get the wishes over and granted, how would things turn out?

It wasn't just that she now a Finder, after so long of just being a genie with no limits at Monster High. She had a Finder who could truly the change the world for the better. Despite being cocky and sometimes hilariously overconfident in his abilities, Ben truly was pure at heart, always doing the right thing for the common good. She felt unusually calm about granting his wishes, as she knew he would make them accordingly and reasonable.

So when she felt a sudden gust of wind and slight echoing color in her eyes, she knew Ben and Charmcaster must have returned. And, according to the familiar scent of shampoo Whisp often used, her sister had returned as well. "Hey, Gigi. How's it going?" she heard Ben's voice ask. She felt a slight disturbance in the air as he set something onto the ground, and from the sound of footsteps steadily walking on the smooth tile of the med bay, she guessed it must have been Whisp. Not smelling any blood or open wounds on her, she guessed that she had come on her own accord. And from the trace amounts of sweat and hormones she was smelling, she guessed that Whisp had fallen for Ben just as easily as she had; of course, she never told Ben this. It was against the rules to fall in love with the Finder.

"Fine," Gigi answered, opening her mouth to speak more when she slight, wet pressure against her lips. As soon as it had come, it was gone. She knew exactly what it was, and judging by the silence that had entered the room, she confirmed her guess.

"Did you just kiss your sister?" Charmcaster asked, bewildered and slightly disturbed.

"It's just my way of saying hello," Whisp replied, slight joy and happiness in her voice. "Besides, you tend to come up with . . . creative . . . ideas when you're stuck in a lamp together for a 1,000 years."

Silently muttering incoherent things under her breath, Charmcaster bid Ben and the Grant sisters good-bye and walked out of the med bay, presumably towards her quarters for a well deserved rest. Awkward silence followed before Ben cleared his throat.

"So, uh, Gigi? Do you want to try and grant a wish?" Ben asked cautiously.

"If you're ready," Gigi replied, perhaps a tad too eagerly. She glanced over to where she assumed her sister was and gave her a reassuring stare. She heard a slight cough to her left and turned to repeat thr stare at Whisp, her cheeks turned a dark purple with embarrassment. "Whenever you're ready, Ben."

"Alright. I wish Gigi could see again!" Ben wished.

"As you wish." both Grant sister said simultaneously, crossing their arms over their chests and jerking their heads downwards in slight bobs, bright light flashing from their foreheads as the wish was granted. A second flash of light came from Gigi's eyes, startling Ben for a brief second before it died down.

"Gigi? How many fingers am I holding up?" Ben asked, holding up exactly three fingers.

"Three." Gigi replied happily, jumping out of the hospital bed and hugging Ben tightly, she was so happy. She could finally see again! She could see everything, from the floor and walls to Frankie's sleeping form and Ben's blue face. Embarrassed, Gigi let Ben go so he could catch his breath, Whisp laughing hysterically to their right. When the laughter had died down and the color had returned to his face, Ben gently grabbed Gigi in a tight hug, happy that he could make someone so glad to live life once more.

"Would you like to make your second wish?" Gigi asked upon release. "You have twelve wishes left."

Ben firmly nodded, the Grant sisters eagerly awaiting the command.

"I wish Lagoona and all my friends who died for the Rebellion were alive!"

**What is this? _Another _cliff hanger!? Hee-hee!**

**I apologize for the relatively short chapter, but I felt that this was a necessary end to the 'Reunion Arc', so to speak. Things will be far more interesting and more centered around Maltruant next chapter.**

**As for Overflow, he is not the only new alien to come into this story other than Phobos. I give all credit to a fabulous DeviantArt artist, _kjmarch_, for Overflow's art work. If you look on his profile and at the many pictures he has drawn, there are many more OC aliens that will appear in this series. I give all credit to their individual artists.**

**As always, comment, review, suggest, and request below! And see if you can guess which of _kjmarch's _aliens will appear in this story!**

**Hasta Luego!**


	26. It's a Small Underworld After All

**Hey, y'all! I'm back with another chapter for the new 'season' of We're All Monsters! As I really have nothing to say, I'll just sum up what's happened last time.**

**Charmcaster has been reunited with Ben, and the two have gone on a suicidal mission to rescue and recover Gigi's sister, Whisp, before Zs'Skayr's forces can her. Upon return, Ben used the first of his 13 wishes to restore Gigi's sight, and she couldn't be happier. But now Ben has gone and wished for the near impossible: to raise the dead back to life. Can't it be done?**

**Find out here!  
**

**As always, comment, review, suggest, and request below!**

**Onward!**

"I wish Lagoona and all my friends who died for the Rebellion were alive!" Ben wished.

The Grant sister's eyes widened upon hearing the words pass over Ben's lips. No one, not a single mortal, had ever wished for something so big, something so huge it could change the course of history. And no one had ever wished for something so selfless. But of course, certain rules prevented Ben's wish from coming true.

"Ben? We, uh, can't do that." Gigi practically whispered.

"Not right away, anyway." Whisp added when she saw Ben's expression droop. Ben cocked an eyebrow and Whisp sighed with slight annoyance, patting the side of Gigi's bed for him to sit down. Ben complied as Whisp and Gigi began to explain.

"As you know, Ben, we genies are limited to a set of rules," Gigi began.

"But while no rules prevent us from raising the dead, we have limitations." Whisp finished.

"We can resurrect the bodies and repair any muscle, tissue, or skeletal structure," Gigi continued.

"But we can not truly make them live again. Not without their souls." Whisp completed the sentence.

"In order for you to fulfill your wish, you have to travel to the Land of the Dead, the Underworld," Gigi went on.

"And ask the ruler, Hades himself, for their souls back. He is not very cooperative to others desires." Whisp told Ben. The Omnitrix wearer's face a sea of emotions, not quite a continuous and single one that either of the sisters could pick out. He seemed to be happy, sad, angry, enraged, disappointed, and for some reason or other, hungry. Hos dark green eyes looked like ivy whirlpools that one could get sucked in and drown in if they weren't too careful, which was why Gigi was currently trying to avoid Ben's face.

"In that case, I'm going in." he finally said.

"What!?" Skurd yelped from the Omnitrix. "You can't be serious, dear boy!"

"He's serious." Whisp told the Slimebiote. "And if he's not changing his mind, then we better send him on his merry way!"

"He can't go alone," Gigi reminded her sister. "To be alone in the Underworld, when one is still _alive_, is just asking for death."

"Then may I be of assistance?" Spectra's voice asked from above. Everyone tilted their heads skyward to see Spectra's head poking out of the ceiling and staring down at them all with her wide purple eyes. She eventually slipped her entire body through the ceiling and into the room, opting to hover a few feet above Ben's right shoulder while they continued to talk.

"Why should you come, dear girl?" Skurd inquired.

"Are you blind, Snot Rocket? She's a ghost!" Ben reminded him. "If anyone knows their way around the Land of the Dead, it's the dead themselves."

"True, true." Skurd mused. "Hard to believe you actually came up with that idea, what with your puny mind." This little remark earned him a quick whack on the railing of the bed.

"You need at least one more person, Ben." Gigi interrupted the glare off between Ben and Skurd, both of them looking at her and making a silent truce to continue the argument later. "Three is a very powerful number, and you'll need all the power and allies you can get when your in the Underworld."

"I know some people," said Spectra, a pleasant smile crossing her face at the idea. "I think I can persuade them to help."

"I'm not gonna have to fight them, am I?" Ben asked.

"No, no. You shouldn't have to," Spectra mumbled. "But a lot can change in a century or two."

"Great," Ben groaned. "So who's the other lucky person to come with me on this mission of suicide?" The teen monsters thought it over for a few moments, most them leaning towards Skelita or Twyla, considering the Underworld was both dark and full of dead people. Their answer however, soon came when Frankie came limping into the med bay, dragging her left leg with her; Ben was immediately alarmed at the site.

"What happened?" he demanded.

Frankie smiled and rolled her mismatched eyes as she sat down on the bed to Gigi's left and pulled out a small sewing kit from underneath it, pulling out a needle and some black thread. "Stitching came lose during training," was her reply as she jammed the sharp point of the needle into the mint green skin around her thigh; she didn't even flinch once as she redid the stitching on her amputated leg, quietly humming to herself as she worked.

"What're you guys talking about?" she asked when she finally noticed Whisp hovering over Gigi's head, her legs traded away for a long, pink tail of vapor that dissipated a few feet below her. The genie smiled and gave a wave, Frankie blinking and giving a stunned wave back before giving Ben a questioning look.

"Long story short, we found Whisp, she is currently another of my many ghoulfriends, and she and Gigi are granting me an impossible wish at the moment," Ben explained. "Any more questions?"

Frankie blinked as she processed the information. "Um, yeah. Since when did you get 13 wishes? And what is said impossible wish?"

"Answers in order you asked questions: when I first rescued her from Zs'Skayr, and bringing the dead back to life. I presume you want to see Lagoona and Cleo again?"

"Wait, what? Lagoona and Cleo are what!?" Frankie cried, dropping her needle and thread to the floor. "They're dead? For how long!?" she demanded, tears starting to form in the corners of her eyes. Ben pulled her into a hug, not bothering to answer; it wasn't important at the moment.

"Me and Spectra are going on a mission to the Underworld to get their souls while Gigi and Whisp resurrect their bodies," Ben told her. "Do you want to come too?"

Frankie sniffed and gave a smile, pulling herself away from Ben. "Definitely. Anything to get away from my dad." she smiled. Ben nodded and turned to the Grant sisters. "Looks like we're set. So, uh, where is the entrance to the Underworld anyway?"

"It's normally found in Greece," Whisp replied. "However, there is a short cut around here. Actually pretty close to my old cave, now that I think about it."

"Great," Ben groaned. "More flying."

* * *

"Are you sure this is the place?" Terraspin asked Spectra. With Frankie currently riding on his dome-shaped shell, the Geochelone Aerio and Spectra were currently hovering over a massive hole in the ground. Actually, massive didn't begin to describe the huge gap in the earth's crust. The hole was easily wider than cruise ship, looking big enough for even Way Big to jump down into with his arms stretched out wide and not even being able to the touch the opposite sides until much, much, much, _much _farther down. It was a wonder Zs'Skayr hadn't found the gaping monstrosity before them.

Then again, the gaping void was cleverly hidden in a secret valley at the center of a massive mountain range that one could only enter through by air travel; the sides of the mountains went up at a near vertical angle, their pointed tops poking through the heavy blanket that blocked out the sunlight from above.

"Positive." came the reply. Without another word, the ghost swooped downwards, both flying and falling at the same time. Terraspin sighed and angled his shell downwards, Frankie screaming and whooping with delight as they zoomed down into the bowls of the earth, the dim light from above quickly vanishing and plunging all three of them in pitch, black darkness. This however, wasn't you're regular old darkness; this was an advanced kind of darkness, a darkness so thick and black that it felt like it was somehow wedging and squeezing its way into every curve and corner of your body, somehow finding an opening and getting into your very soul.

"Lets shed some light on the situation, shall we?" Skurd asked as he stretched himself out over Terrapsin's head, blinding him for a split second before hard, black magma rocks raced over his scaly skin, magma seeping into the cracks and wild, crackling flames suddenly ignited on his head, effectively filling the black void with some degree of light.

"And you say my battle quips are bad." Terraspin grumbled.

After what seemed like hours, maybe even years of traveling down the gaping hole's gullet, they came to a final landing, descending down on a patch of fine, black sand that shifted under their feet when they moved; the surface was no longer visible, they were so far down. Terraspin came to a stop, landing on his two stubby legs and letting Frankie climb off his shell before slapping the Omnitrix symbol on his carapace with a flipper, a green light washing over him as he was briefly transformed back into human form and then injected with another alien's DNA. His skin started to harden, becoming unbearably hot and solid as rock. It suddenly split apart, floating like bath toys on a rapidly appearing magma sea. Hot, molten lava swirled and pushed it's way through the cracks and crevices of his skin as Ben's bones literally melted away. His hair began to burn, smoke curling lightly off it until it burst into flames, causing Frankie to yelp in surprise. His fingers disappeared altogether as white hot lava covered them and solidified into a sort of gelatin like substance. His toes melted into two digits that resembled claws as his eyes turned bright yellow.

With a grunt, the Pyronite glowed a little brighter, lighting up the hole they had fallen through; there were no other openings in the solid rock all around them, everywhere they looked was the flesh of the earth seemingly jeering at them for having made the long journey for nothing. Spectra ignored the exasperated look on Heatblast's face as she floated over to a section of the rock wall and put her ear to it, lightly knocking on the rock with her knuckle. She moved on to another section of rock, repeating the process as Heatblast and Frankie watched curiously. Finally, on the third try, Spectra's hand went through the coagulated stone, as if it were an illusion of some kind. Spectra silently gestured for her friends to follow her as she simply seemed to phase through the walls of the pit.

Nervously, Heatblast and Frankie followed, believing Spectra to be pulling a trick of some kind with her ghostly physiology. They quickly stopped believing in the foolish idea when they easily passed through the rock wall, a slight sucking sound meeting their ears as they walked through a portal of some kind and into a realm beyond the mortal world's reach.

It was dark to say the least, most of the light that met their eyes provided from the sizzling flames that danced around Heatblast's head and body. There was however, some light that lit up the darkness a little bit; overhead hung clusters of shiny crystals and diamonds, the little light available in the massive cavern before them amplified by the minerals hanging above. The darkness however, was not what caught their attention.

All about them, silently floating about aimlessly were ghosts. Or what looked like ghost anyway. Spectra quickly explained to her friends that they were really souls, or shades, of the recently departed, awaiting transport to the Land of the Dead.

"Wait, what are you then? A ghost or a shade?" Frankie asked.

"A ghost," Spectra replied. "Only a few shades ever become ghosts, mostly if they have been violently killed in some manner or other." she added, her expression dropping slightly as she rememebered her entire undead existence. She gave them a weak smile before pushing on, suppressing her emotions as she flew over the crowd of shades; Heatblast followed with Frankie on a chuck of rock that flew above the pale souls with ease. A few seconds later, they had managed to come to the front of the crowd, landing on the fine, black sand as the shades parted and made a circle around them, watching with sad eyes. The trio stood there in silence for a few minutes, as if waiting for something; a few of shades got brave and edged closer, reaching with soft, delicate fingers towards their bodies, as if afraid they would lose an arm if they were too bold. Heatblast could feel about half a dozen hands tentatively stroking various parts of his body, and he could see the same thing happening to Frankie. The shades however, ignored Spectra completely.

"Uh, not to be rude or anything, but what's up with these guys?" Heatblast asked. "Why are they so interested in us and not you?"

"Because you're alive," Spectra answered sadly. "When they first come down here, they reminisce about their lives before they passed on. They want to remember everything before . . . . it happens."

"What happens?" the Pyronite asked, politely pushing away a hand that had strayed to close to the Omnitrix for his comfort.

"They cross the Styx." was all Spectra would say, pointing with a translucent finger towards the large river before them; how Heatblast had missed it was beyond him. What he did know however was that the water did not look inviting one bit, a sickening gray and blue in color as hundreds of mortal objects floated in the water; broken toys, rusted jewelry, burnt photographs, it was all in there. Another thing he knew was that the Styx was massive, for he could not even see the opposite shoreline. All he could see was the faintest glow of white on the horizon.

That, and a slowly approaching boat.

Frankie gulped nervously as the shades suddenly stopped petting her and Heatblast and edged away from the shore a bit. The boat continued to approach at an agonizingly slow pace, a single, dim lantern at the bow. The boat was long and narrow, almost like a gondola of sorts but with a much creepier look. Yellowed bones decorated the hull and sides of the boat, a single, cloaked figure with a long staff was slowly, ever so slowly rowing the boat towards the shore. It seemed like an eternity before the boat came to a stop, and even then it was a good dozen feet away from the shoreline.

"All aboard whose coming aboard." the finger quietly whispered in a voice that was surprisingly feminine if one could hear it over the loud roar of the Styx. The shades apparently heard and slowly began to walk towards the boat, quietly walking into the shallow end of the Styx before swimming to the boat and pulling themselves up over the sides. Heatblast noticed something different about them as they climbed over the sides of the ship and sat down, as if waiting for something; their eyes, while previously intelligent and saddened were now completely devoid of any emotion other than a kind of pain that made his own soul want to climb right out of his body.

"That's what happens when you swim in the Styx," Spectra whispered before drifting out over the brackish water. "You lose everything. All your hopes, dreams, and promises are taken away from you. That's why the Styx is so polluted."

"Complete waste of time and of a good river, if you ask me." the ferryman grumbled, lifting her hood up to reveal an incredibly pink face with long, blue and violet streaked hair. Her cloak opened up to reveal a pale, white dress with numerous chains tied around the waist, and Heatblast found that he could even see the faint outlines of her bones and what little organs she possessed. "I assume you living mortals require a ride to the Land of the Dead?" the girl asked with a slightly tired voice.

"If you don't mind, River?" Spectra asked wearily, floating down to meet with her friend.

The seemingly depressed girl actually seemed to smile upon see the ghost. "Spectra. Haven't seen you in a couple millennium. How are things?" the girl, River, asked, beckoning to Heatblast and Frankie to climb aboard. Wary of the poisoning waters of the Styx, the two climbed back onto the Pyronite's rock and flew the few feet over to the boat before landing. The boat dipped slightly under the combined weight of Heatblast, Frankie, and the boulder until the Pyronite heaved it up and tossed it over the side without barely a splash; all that came was a sickening hiss as the waters of the Styx dissolved the rock before their very eyes.

"Good thing we didn't swim." Frankie remarked. Heatblast nodded shakily as the Omnitrix timed out and reverted him back to his human form. He sheepishly turned around to look at River, who was looking at him with wide eyes and a blank expression. She then shook her head and dipped her staff into the waters of the Styx. "Now I've seen everything." was all Ben could hear. The boat slowly, ever so slowly turned around and began to head for the opposite shoreline, River's arms never tiring as she endlessly moved them forward.

"River, is anything wrong?" Spectra asked a few moments of silence; she could already see more shades gathering on the bank they had just left, another task for River to complete. "You're usually much happier than this. _Much _happier."

A few minutes passed before River Styxx finally spoke. "It's this stupid war of yours, Spectra. With every battle, Uncle Thanos brings more and more souls down here for me and my father to ferry across to the Underworld. It's gotten so bad that I've had to get my own boat and quit my studies at Haunted High just to keep the family business from making my father live. Even Hades is getting exhausted from the number of souls."

At this, River took a short break, bringing her staff up over the side and leaning against it, her arms burning and aching from the constant rowing. Spectra gave her a pitied glance and took her staff from her, dipping it into the poisoned waters of the Styx and starting to row, giving River a break; the daughter of the Grim Reaper gave Spectra a grateful glance and slumped down to the deck, her arms dropping limp to her sides.

"Thanks," she said quietly. "So what's been up with you? I see you've finally found a boyfriend." River noted, noticing Ben and Frankie leaning against the bow of the ship, watching the water crest and part as they moved along; the shades remained motionless and seemingly oblivious to the living passengers onboard.

"And a couple ghoulfriends too," Spectra smirked as she pushed the ship forward, River cocking a surprised eyebrow.

"Didn't take you for the one to end up in a harem, Spec." River chastised her.

"Neither did I," Spectra grunted, her arms already starting to burn; to be fair, she was a ghost and did not usually have a lot of strength in her transparent body. "But I'm glad I did. I love Ben, ghouls love him, and I love them too. They're practically my family."

"Lucky," River joked, her hidden personality starting to rise back to the surface. Spectra smiled and wiped her brow, pushing invisible sweat off her forehead. "Do you want me to get back at it?" River asked, moving to stand up until Spectra pushed her back down with a firm hand.

"No, I'll get Ben to do it." Spectra smiled. River cocked an eyebrow as Spectra called the Normie boy over to them, a determined look on Ben's face. What was so special about Ben, River didn't wuite understand; sure, she had seen him transform from a fire elemental into a boy, but that would often be the case with most half-bloods. She watched curiously as Ben nodded and turned to the strange watch that sat on his wrist, River only just now noticing the slimy little blob that sat on it. She watched intently as Ben tapped the watch face and a green hologram appeared above it, Ben pressing his fingers down and watching the hologram spin before selecting something. The watch face came up like a piston and Ben raised his hand to slam it down on the button.

A bright green light engulfed his entire body, River watching with wide eyes as the magic watch began to change his very DNA structure into something it never should have been. Alien blood flowed through his veins as muscles piled themselves on him, everywhere to his arms and chest to his neck and legs, every part of him was getting bigger and stronger with each passing millisecond. His skin hardened into plate like armor that turned brown as large scales traveled up his legs and chest. His legs became thick and pillar like as his feet began to match those of an elephant. A thick tail sprouted from the base of his spine as he was forced to hunch over slightly. His neck became a little longer retaliative to his 20 foot frame and his lower jutted out his fingers swelled with power. A pair of black briefs and a green sash appeared on him, completing the transformation as the Omnitrix symbol appeared on the sash.

"Humungousaur!" Ben cried in triumph, pounding his chest and roaring as River stared. Spectra rolled her eyes and jabbed the staff forward, the Vaxasaurian taking it in his gigantic hands and dipping it into the water of the Styx, powering the boat forward at a much faster pace than before, his massive muscles and arms barely even working. River yelped at the sudden speed as the boat zoomed forward, Spectra laughing at her surprise.

"Not so normal now, is he!?" she joked, landing on her back and kicking her legs into the air as she laughed. River had to crack a smile as the shades watched the entire spectacle with blank eyes. Frankie came from the bow of the boat to see what the noise was, and rolled her eyes as Humungousaur showed off, doing distracting tricks with the rowing as they went, zooming to the left then the right and even powering the boat enough to do a quick barrel roll; all the ghouls screamed with fear and delight while the shades remained completely oblivious. Sooner than they realized, they were at the other side of the Styx, a good foot or two up the black sandy beach before the boat stopped.

"All ashore whose going ashore!" Humungousaur called. He handed River her staff and hopped over the side of the boat, landing with a loud _poom! _as his feet met sand.

"Nice to meet you, River." Frankie said politely before following her lover's suit and landing on the shore next to him. The shades began to file out like cattle, milling about the black, sandy beach before some kind invisible force pushed and steered them up the shoreline like invisible cowboys keeping their steer in line.

"If only I had that fancy watch of his," River joked, pulling Spectra into a tight hug. "Nice to see you again, Spectra."

"You too, River. See you in a few millennium." said Spectra, giving a final farewell before floating down over the side. Having pushed them a bit too far up the shoreline, Humungousaur grabbed the bow of the boat and quickly spun it around so he was facing the stern before shoving the boat back into the Styx with a splash, jumping back to avoid the back splash. River waved good-bye and then began another trip across the poisonous river, leaving the three heroes where they stood.

"I guess it _is _good to have friends in low places." Humungousaur joked. Both ghouls and Skurd rolled their eyes at the jest and turned around to walk up the black beach where the shades had gone, Humungousaur following behind them with a slight pout on his face. They trudged up the beach and onto a rock shelf that stretched for a good couple hundred feet or so before steep, almost impassible, rock walls shot up out of the earth and towards the top of the cavern, forming a wall of sorts. Even from the edge of the rock shelf, all three of them could see it was literally covered with shades, all waiting to get through the only opening in the rock wall. And what they saw truly frightened them.

In the massive gap between the rock walls was gigantic creature of mass proportions. The best way for one to describe it would have been a dog about the size of a blue whale with not one, but three heads all attached to one body. As if having three sets of razor sharp jaws wasn't enough, the tail was a long serpent with incredibly pointed fangs that rattled and hissed whenever it came across something it didn't like; a good couple hundred other snakes formed a mane around the three heads, similar to a lion's mane except for the fact that it was made entirely of living snakes, all their eyes silently watching the sea of shades beneath them.

"Is that . . ." Frankie trailed off as she tried to look small behind Humungousaur. Even the Vaxasaurian was starting to have second thoughts of going into the Underworld uninvited.

"Cerberus," Spectra breathed. "None of the living go into the Underworld and none of the dead come out of it without going past him. _If _you can get past him."

"Well, isn't that comforting?" Skurd asked with sarcasm dripping from his voice much like the waterfalls of drool and acidic venom that fell from the creature's three mouths. "How the dickens are supposed to get past that monstrosity!?"

"Hit 'em fast, hit 'em hard." was Humungousaur's answer as he socked his fist into his hand. With a loud roar, he charged into the sea of shades, the wispy souls parting to let him pass as he bellowed at the top of his lungs; Spectra and Frankie shared a look before chasing after him. And all the while, Humungousaur was getting bigger and bigger. An audible cracking sound filled the cavern as his plates shifted and his bones cracked, growing bigger, thicker, longer. His plates became sharper and jutted out as he grew taller, crests forming on his head and scutes running down his back as _Stegosaurus_-like spikes popped out of his tail. Soon, the behemoth had reached Cerberus, just standing a couple dozen feet under his full height. It was hard to tell though as Humungousaur easily dwarfed Spectra and Frankie as they ran up to him, both of them only as big as one of his fingers if one of them stood on the others head.

The Vaxasaurian didn't slow down in his charge, tackling the huge monster head on, driving his head into the beast's chest and shoving it to the ground. The oversized dog roared and bared its teeth, the hundreds of snakes hissing and snapping their jaws in a desperate attempt to bite the alien. With a grunt, the monster hauled itself back to its feet, leaping onto Humungousaur's huge form and tackling him to the ground, pinning his arms and legs to the ground. The many snakes reached out to sink their fangs into his skin, but quickly drew back when they found their fangs merely broke like glass when they tried to bite him. Only the massive snake that acted as the tail managed to cut through the tough skin of Humungousaur's knee, the Vaxasaurian bellowing in agony before shoving Cerberus off of him. With an enraged roar, Humungousaur thrust his fist forward and connected it with the middle head's jaw, a loud crack filling the cavern as the bone was broken. Humungousaur whirled around and swept the monster's feet out from under it with a swish of his tail. Before Cerberus could attempt to climb to his feet, Humungousaur grabbed him by the tail and heaved his entire weight off the ground with a grunt, spinning him around and around. Eventually he let the monstrous dog go when the momentum became too much and watched as the beast soared through the air and landed almost a mile away in the Styx, landing with a tremendous splash that threatened to capsize River's boat, wherever she was on the river.

"Ben! You're leg!" Frankie cried with worry, running up to him as the Vaxasaurian began to shrink; the plates pulled back into his body, became more fused together as his bones ground and cracked, shrinking as the spikes were sucked back into his body and the crests vanished. A bright green light enveloped the Vaxasaurian, and Ben returned to the world, dropping to his knees and breathing heavily as the venom coursed through his body. Spectra had to admire Ben for this as Frankie bent down to try and coax him to his feet; most people, Omnitrix or not, would not survive a bite from Cerberus for more than a couple of minutes.

She pushed the thought away as Frankie helped Ben to his feet and let him lean on her as they marched through the gap in the wall, the shades staring at them with wide, soulless eyes. A few tried to follow them, but were too scared to venture more than a few feet to the opening in the rock walls. Spectra flew over Frankie and Ben's head, keeping an eye out for the horrors that lurked around every corner in the Underworld.

The scene before them was both horrific and in some kind of sick and twisted way, beautiful. Millions upon trillions of shades shuffled about aimlessly, not having much purpose in their eternal waiting in the Fields of Asphodel for the next eternity. Lonesome poplar trees popped out of the rocky ground here and there, giving the Fields a _slightly _better look in appearance. Spectra could almost picture Elysium at the far side of the Fields. _If only I ended up there, _she thought glumly.

Other than the poplar trees the dotted the landscape, not much else could be seen in the Fields. Other than, of course, the gaping pit that practically cut the Fields in half. It was enormous, almost a hundreds across and almost a thousand miles long. Unearthly howls and bellows came from down in the pit and the very earth seemed to shuder and shake as something enormous fought tooth and claw down in the pit that was Tartarus.

"Home sweet Home," Spectra sighed. "We better hurry. If we want to get the others souls, we need to speak with Lord Hades himself. And from what I can remember, he's not exactly very cooperative." the ghost told Frankie. "Just don't strike a deal with him."

* * *

"Talk about grim and grimmer," said Frankie.

"Hades isn't exactly known for being cheery." was all Spectra would say as the trio climbed up the grand staircase to Hades's palace. They crossed the Fields of Asphodel with little incident, the shades occasionally becoming bold enough to try and touch them; they let themselves be stroked like dogs for a only a second or two before pushing onwards, eventually coming to the nearly endless pit that was Tartarus. Attempting to ignore the horrific moans and groans of agony below them, Ben had transformed into Astrodactyl and flew Frankie over the pit, Spectra using her own power to fly across. Unfortunately, the venom was starting to take affect on Ben, making him slightly wobbly on his feet and make his vision swim before his eyes; if it weren't for the Omnitrix doing everything in its power to remove the poison from his system, he would have long since been dead.

"Stay quiet and submissive," Spectra instructed. "Uncle hades has quite a temper."

"Uncle?" Astrodactyl squawked, stumbling on the stairs.

Spectra sheepishly smiled. "Yeah, he's kind of an uncle . . . kind of. It's hard to explain, really."

"Seeing as how these stairs go on forever, I'm all ears." Astrodacytl grumbled as Frankie held him steady.

Spectra sighed but began to tell her tale, float only a few inches above the steps as she spoke. "We're not exactly related. He's more an adoptive figure to me. Basically, on my first trip to the Underworld, there was a freak accident when I was boarding Charon's, River's uncle, boat; I fell over the side before I could have my memories wiped and was pulled back in only a few seconds later. Unfortunately, the damage had been done and my memory was . . . damaged." she explained. "Things ran a little differently back in the Underworld then. You cross the Styx, be judged, get your memories wiped, and then go to wherever you were supposed to be' due to constant arguing from the shades during judgment however, among others, things were changed down here." she added.

"Anyways, with my memories damaged, I could not successfully be placed in the Underworld. I didn't know how I died, I didn't know what I did in my life. Sphinx, I didn't even know my own name." she lamented sadly. "Hades took pity on me and made me a ghost, in an attempt to give a do-over of sorts. Things didn't exactly go well after that; try as he and his wife, Persephone, they couldn't help me adjust to life in the Underworld. I eventually left and went to the surface. The rest's history, so to speak."

"So we're technically visiting your Mom and Dad, eh?" Astrodactyl summed up.

"If you have to put it in simple terms, yes." Spectra sighed when they suddenly came to a brief halt, Spectra stopping only a few inches from the set of enormous, pitch black doors that stood in front of them. A bright green flash came from behind them as the Omnitrix timed out, but Spectra ignored it as a single tear dropped from her closed eye; no one noticed. With a trembling hand, she raised her white knuckle and rapped it loudly on the door, the sound booming across the Underworld. For a few minutes, nothing happened. Then, the doors slowly opened with a low groan, as if one hinges that hadn't been oiled since the dawn of time.

Spectra slowly drifted forward, hovering a few inches off the ground as Frankie and Ben shuffled closely behind her, the gigantic doors closing behind them with a loud _bang!_ Spectra didn't flinch. They silently walked in a straight line through the expansive room, Greek style columns holding up the roof of the palace as they walked down a long, black rug that led towards the back of the massive room. Two large thrones sat side by side, a man and woman sitting in each. The left throne was large and was pitch black, blacker than even the depths of Tartarus and was decorated with skulls and bones; a man with pale, almost albino, skin sat on the throne, watching them with dark eyes. He had dark blue hair that flickered and waved in the slight breeze, dancing like flames as he watched them intently within the folds of his black and gray robes. Next to him and on dark violet throne, with a reassuring hand on his shoulder, was a woman with dark indigo hair that reached her shoulders; it too danced like fire, kissing her pale gray skin as she watched them with wary, purple eyes. She wore a black and purple dress as the trio approached them, pausing in front of the couple.

Without a word, Spectra dropped to the floor on her knees and bowed before the couple, Ben and Frankie copying her movements. The couple watched without moving an inch, barely even blinking before finally speaking after what felt like an eternity.

"So, dear niece. You have finally returned," the man spoke, his pale lips barely moving as he spoke in a deep and slightly depressed voice.

"Yes, Uncle. I have." Spectra barely whispered.

Lord Hades shifted in his seat. "We were beginning to worry about you, young lady, me and your aunt," Hades continued as Persephone lightly smacked his shoulder. The Lord of the Underworld sighed and attempted to change his attitude. "Who are your friends?" he asked wearily.

Spectra gulped and she climbed to her feet, gesturing for her two friends to stay down. "Uncle, Aunt, these are my friends Frankie Stein and Ben Tennyson." she said, Hades noticeably perking up at the mention of Ben's name.

"Ben Tennyson, you say?" he wondered, looking past his translucent niece and at Ben's pale form on the floor. "I've heard a lot about you, dear boy." Ben didn't reply, only remaining on the floor almost unmoving, even when Frankie elbowed him in the ribs.

"Why does the world's greatest hero refuse to speak to me?" he demanded his fiery, blue hair perking up and starting to get hotter with his temper.

"It would seem, dear Uncle, that he has been bitten by your watch dog, Cerberus," Spectra explained, her neutral expression twisting up into a slight smirk as she continued. "After defeating him, that is."

Hades stopped right where he was, his blue flames dying down as he gazed upon the injured boy. "So the rumors are true then? That he has been granted a gift from the heavens that could allow him to go toe-to-toe with a god?" he asked, his eyes tracing over to the Omnitrix on Ben's wrist, Skurd shifting uncomfortably under the god's gaze. With a snap of Hades's fingers, Ben glowed with a pale, white aura as his pale skin became more colorful and healthy in color as he no longer shook and trembled.

"I have removed the poison from his system," Hades explained as Frankie looked upon him with endless gratitude. "I have also searched his memories in the process. You are here to retrieve those lost in your meaningless war?"

"Yes, Lord Hades," Frankie spoke for the first time. "May we have them back?"

Spectra gave Frankie a warning look when Ben didn't move from the floor, though his breathing had returned to a normal rate as Hades stroked his chin in thought; one look from his eyes however, and Spectra knew what his answer would be.

"I dunno," Hades hummed, leaning back in his throne and drumming his bony fingers on the arm of the seat. Persephone threw him a warning look, but the Lord of the Dead ignored it. "Rules prevent me from doing so without good reason."

Spectra was about to argue when Ben's voice came from the floor. "You like making deals, right?"

"A deal, huh? Go on." Hades told him, curious.

Ben continued as he climbed to his feet, squaring his shoulders and attempting to look serious and invincible. "I'll fight three of your best warriors in any conditions you chose. If I beat all three of them, you send me, my friends, _and _the souls we've come for all the way back home. If I lose . . . I become your eternal slave and gladiator."

"Ben! Don't!" Spectra pleaded.

"Hmm, The greatest hero the world has ever known as my slave and gladiator forever . . ." Hades mused, Persephone's grip tightening on her husband's shoulder.

"Going once!" Ben cried, holding up a finger.

"Hmm, is there a downside to this?" Hades wondered to him quietly.

"Going twice!" Ben cried out again, holding up two fingers.

"Okay, okay, okay. You know what? Okay," Hades said hastily, getting up from his throne and waving his hands quickly to stop the count down. "You beat my warriors, you get the souls and get to go home. You lose, your friends go home and I keep the souls _and _you. Do we have a deal?" Hades asked with a malicious smile on his lips as he stuck out his hand.

Spectra bit her lip nervously as Frankie looked like she was going to have nervous break down as she was rapidly undoing the stitching on her hands and arms. Even Persephone was looking at her husband was worry, which was odd since she hadn't said a single word since they arrive.

"Deal." Ben said firmly, taking Hades hand and giving it a good shake.

* * *

They were now in what Hades's had dubbed 'The Soul Reaper'. To put it simply, it was a large arena about the size of a small football stadium with a patch of solid rock for the playing field. Stands and bleachers rose up round the tight square, each seat packed with weary shades, impatient Furies and harpies, or other questionable creatures that looked nothing like the monsters that lived on the surface. Sitting smack in the middle of the stands, directly over where the 50 yard line might have been, was a special box where Lord Hades, Lady Persephone, Frankie, and Spectra all sat, watching the spectacle below them interest, indifference, or disgust.

On one end of the arena, looking more exhausted than ready for a fight, was Ben doing some stretches in the hopes it would wake his body up; the constant nagging from Skurd wasn't exactly helping, but it was keeping him on his toes. It especially didn't help when the Slimebiote suddenly screamed like a little and slithered to the safety of Ben's shoulder as a loud rumbling sound came from the opposite end of the arena, iron gates groaning as skeletal warriors turned the cranks to open them. A low growl filled the arena as a huge beast about three times the size of an elephant lumbered out into the dim light. It walked on two, stubby lizard-like legs, claws digging into the bare rock with ease as its tail swished about, dragging behind it. As if it wasn't fearsome enough, neck long and slender necks rose from the body and into the air, each one ending in a diamond-shaped head. The monster roared, each head opening its mouth to reveal row after row of razor sharp teeth, a forked tongue that slipped out, and a soft glow at the back of the throat.

"Ladies and Gentlemen, monsters and shades of all ages!" Hades announced, pulling a microphone down from some undisclosed location from above. Spectra sighed and rubbed her temples as Persephone put on a similar face; whenever it came to deals and fights, the Lord of the Dead seemed like an entirely different person, going from quiet and brooding to almost a polar opposite, being wicked and cynical with a cruel sense of humor.

"In this corner you know 'im! You love 'im! You hate 'im! He's the undisputed champion of the Monster world and wearer of the most powerful weapon in all of history! Ben Tennyson!" Hades announced as the crowd roared; monsters were cheering and clapping their many appendages and stomping their feet and hooves in approval, even a few shades getting into the act, though most of the crowd booed and hissed.

Hades grinned as he yelled into the mic once more. "Aaaaand in this corner! The unkillable monstrosity that terrorized Lernea back in the day and only defeated once by the hero Hercules! Give it up for the reining champion, the Lernean Hydra!" Hades roared into the microphone as the crowd went absolutely nuts. Literally every being, besides the shades, was roaring and cheering, clapping their hands and stomping their feet as the Hydra appeased to its fans. With a smirk on each of its nine heads, the Hydra lumbered forward to the middle of the arena, Ben copying his movements.

"Now I want a clean fight!" Hades instructed from the announcer's box. "I don't want too many body parts lying around!"

"Wait, what?" Ben wondered, but it was too late. Hades cracked a hidden hammer against a hidden bell, the sound echoing through the arena and beginning the match with a loud roar from the crowd. Ben yelped and jumped backwards as all nine Hydra heads came swooping down, their jaws snapping shut on the spot he had been moments ago.

Ben gulped and turned on the Omnitrix. "Okay, Omnitrix! No foolin' around! Give me something good!" he pleaded as he slapped the activation button and felt the watch work its magic. His skin turned a bright yellow and became hard and plated. His fingers and thumb melted together into sharp points, his arms and legs becoming jointed as he was forced to use his arms as extra legs. His lips protruded out from his face and turned sideways as they became cupped pincers. His eyes turned black with green slits as a bony protrusion grew from his brow, splitting in two and becoming forked as Ben shrunk down to the floor, to the size of a small dog. A green and white neck brace formed around his chest, the Omnitrix and Skurd appearing on his chest.

"Ball Weevil!? Sure, because little bugs with plasma balls _definitely _can beat huge monsters with multiple heads!" the little alien bug cried sarcastically, leaping out of the way as a head slammed into the ground in an attempt to eat him.

"Game. Set. Match." Hades grinned maliciously, pulling a cigar from his pocket and snapping his fingers, a single flame alighting on his fingertip as he lit the cigar's end; Persephone groaned and waved her hand in front of her face, disgusted by the aroma; while she loved her husband dearly, he certainly changed when there a bet of any kind between him and anyone else.

"Ben! Watch out!" Frankie cried frantically from the stands as the Hydra's heads repeatedly swooped down and tried to eat the little insect whole. Ball Weevil yelped and skittered away as fast as he could, quickly vomiting up a small plasma ball and landing on top of it. Pumping his little jointed legs, he rolled the ball of green plasma across the arena ground, the ball getting bigger and bigger as it collected rock and dust. The Hydra roared and stomped after Ball Weevil, swiping with its many necks to try and catch him in its jaws.

This continued on until Ball Weevil's plasma ball was about the size of a large beach ball. With triumphant cry, the little insect quickly jabbed his legs into the gooey film of the ball and divided it into nine smaller balls that came to a stop on the bare rock.

"Hey, Ugly! Over here!" Ball Weevil taunted the Hydra. All the heads roared at once as Ball Weevil hopped from ball to ball, making rude gestures and remarks as a single dove after him and swallowed the gooey ball of plasma, forcing their jaws open when the balls wouldn't go down peacefully.

"And that's how I roll." Ball Weevil smirked as he tapped his front leg on the ground. A loud explosion rocked the arena as each plasma ball individually exploded in the Hydra's mouth, each head blowing to bits and the body dropping to the ground with sickening _thud._

"And we're done here," Ball Weevil remarked happily.

"You never paid attention in history, did you?" Skurd wondered.

"Ben! Behind you!" Frankie screamed.

Ball Weevil nervously turned around to the large body of the Hydra twitching and trembling before the stumps of the Hydra's severed necks began to pulse and vibrate as a sickening sound filled the air, like wet flesh being slapped together. There then came a horrific ripping sound as each stump split in two and began to grow and grow until an entirely new head formed. And the worse part was that there were now eighteen heads, two for each head he cut off.

"Aw, c'mon!" Ball Weevil cried as the Omnitrix timed out and reverted him back to Ben. The Hydra heads, now ticked off at being killed once, grinned hungrily and slithered their heads closer and closer to the tiny boy.

"My favorite part of the game: sudden death." Hades cracked with a smile, his hair turning a fiery red and orange as the monster edged closer.

"You are such a hellhound." Persephone grumbled.

"Please give me Rath, give me Rath, _please _give me Rath." Ben pleaded to the Omnitrix as he slapped the activation button and let the transformation begin, alien DNA coursing through his veins. He felt every last shred of his physical being vanish and become somewhat free, becoming pure energy as the Omnitrix focused his bouncing molecules back into a more stable shape. He watched as simply hands and single-toed feet formed on the end of his limbs. Black braces appeared on his hot, red arms and legs, a belt and pair of shorts attached to black straps materializing on his body. The transformation was only half complete however, as black pieces of metal began to wrap themselves around him, tightening and groaning as they formed moveable pieces for his arms and legs, forming a jar-like containment suit that bent over his head and attached to the front with a lock of sorts. Bolts popped out of the shoulders and hands, metal supports appearing on the lock and a large handle appearing on the tightly sealed lid. Three slits in the grill plate allowed limited vision as the Omnitrix appeared on the lock.

"NRG. Why am I not surprised?" the alien grumbled before being knocked aside by a stray Hydra head. "Ugh. At least I'm protected in the suit." he groaned.

"Yes, but what about me!?" Skurd panicked as the Hydra rushed at them and pinned the Prypiatosian-B to the ground of the arena, foolishly leaning in all eighteen heads for the kill. With a grunt, a bright beam of radioactive energy burst out of NRG's grill plate, striking the closest head and engulfing it in flames, the smell of cooking flesh filled the air. NRG waited for the inevitable head growing to start, but after a few seconds of waiting, nothing happened; the wound was cauterized, burnt to a crisp and preventing anymore growth.

"Methinks you've found the beast's weakness!" Skurd cried happily.

"No. Really? I hadn't noticed!" NRG cried sarcastically as the Hydra roared and sent six of its heads down at the alien, four of the heads biting into his armored arms and legs and preventing movement as two of the other heads struggled at the lock that prevented them from cracking the iron shell, their jaws repeatedly snapping shut loudly on the metal.

"No! Don't!" NRG pleaded when the two heads finally managed to hook their teeth around the lock and tear it off, a large cloud of steam escaping as the pistons came undone and the locks disengaged. The top of suit came off with a loud pop as a nearly blinding glow came from within. The heads hissed angrily as a glowing figure floated out from the recesses of the suit, wearing a pair of shorts and straps over his chest with the Omnitrix and Skurd sitting on it.

"Suckers," NRG grinned with a Russian accent. The Hydra's heads visibly paled as it whimpered and tried to run away, but the Prypiatosian-B wouldn't have any of it. With a loud war cry, his hands ignited with toxic flames as he shot through the air at the fleeing monster and thrust his hands to the either side of him as he rushed the monster from behind, cutting clean through about half a dozen heads in one clean move, the stumps smoking and smoldering as NRG returned for another round. Now on the defensive, the remaining heads opened their mouths and poured out jets of smoldering acid and flame, striking the energy being head on. While none of the attacks seemed to affect him, Skurd was certainly not having a fun time.

"AH! Hot, hot, hot, hot, HOT!" he cried helplessly as NRG came around for another aerial strike, slicing off another half a dozen heads, leaving five more. The Hydra now cowered beneath him, begging for mercy; NRG looked up at Hades for an answer, and the Death God gave a sickening symbol: a firm thumbs down.

With a loud yell, NRG unhinged his mouth and let a large beam of radioactivity pour from his jaws, all but engulfing the heads and incinerating them as the noxious smell of burning flesh filled the air and blinded everyone in the stadium. NRG floated back down to the ground and climbed back into his suit as the Omnitrix timed out, reverting him back to him human form as the blinding light died away. And what was left of the Hydra truly shocked everyone.

Resting on her knees and trembling with fright, was a little girl with dull green skin similar to Iris's. Brown splotches dotted her delicate arms and legs, and a reptilian tail curled out from the base of her spine and wrapped her waist protectively. She was wearing a torn and stained toga the color of bleached bones and was looking at Ben with both fear and curiosity in her hazel eyes. But none of this was more strange than the fact she had not one, but three heads attached to three, long slender necks that added a couple feet to her height. Each head had a different hair color and hair style, the first having long blonde hair tied back in a pony tail, the second having dark pink hair cut short and just a few inches before her ears, and the third having long, jet black hair that was shaved off one side and draped over the opposite side of her face.

Ben blinked and cautiously stepped forward, as the child cowered and hugged her knees tightly, her three heads diving down to press hard against her chest in an attempt to hide from him.

"Are you okay?" Ben asked worriedly.

"G-g-go away! Please! J-just go!" the little girl's heads pleaded between what sounded like sobs.

Ben did not go away. Instead he crouched down next to her and wrapped a strong and protective arm around her back, holding her tight as she struggled for a few seconds. She stopped moving however, when she sensed no sign of danger and buried her three heads into his shoulders, sobbing uncontrollably as Ben awkwardly held her close and rubbed her back, whispering comforting words into her closest head's ear.

Up above, the crowd was watching the scene with mixed feelings, most of them booing and hissing when they discovered the Hydra had not been killed like Hades had ordered. And while Frankie, Spectra, and Persephone were happy Ben had somehow managed to spare the monster's life, Hades was not exactly happy about it. Actually, saying he wasn't happy was putting it lightly.

"WHAT ARE YOU DOING!?" he roared, his entire body becoming engulfed in red hot flames. "Okay, okay, I'm calm. I'm nice and calm." he said to himself, patting out the flames and trying to recompose himself as he watched the little scene below him with a mixture of confusion and disgust in his eyes.

"What's your name?" Ben asked after a few minutes and ignoring Hades's outburst.

The little girl's three heads slowly pulled out from around Ben's neck region and regarded him carefully before speaking nervously, all in unison. "M-my n-name is Haliey. Haliey Hydra, daughter of the Lernean Hydra." she practically recited.

"If your his daughter, then where's your dad?" Ben asked calmly.

At the this, Haliey's three heads drooped, clearly upset. "He's been captured by Zs'Skayr, forced to work in his labor camps. He sent me here, down to the Underworld, so that I would be safe from the bad things and people on the surface. Bad people like you." she added sadly, tearing up again. "Just, please don't hurt me anymore!" she pleaded.

"I'm not going to hurt you if you can at least tell me why you've been hurting me." Ben said calmly, but frimly.

Haliey sniffed before speaking, wiping her three noses on her arm. "I was bored, so Uncle Hades got me a job here at the arena. I didn't want to do it, but there was nothing else to do." she said ashamed. Ben's expression twisted to anger as he stood up and pulled Haliey up with him, casting her a reassuring glance before speaking.

"New deal," Ben began.

"Oh, come on! Seriously? Just when it was getting good?" Hades practically whined before Persephone elbowed him in the ribs.

"Everything else stays the way it was. Except now, you treat Haliey like the little girl she is, and not some tool to use for your entertainment." Ben demanded, Haliey's three sets of eyes widening upon hearing the words.

"Why should I listen to you?" Hades growled, the flames on his head growing brighter and hotter with his temper.

"Because you've already broken your end of the deal," Ben began. "I said I would fight your three best warriors, not their kids. As far as I'm concerned, I can just walk out of hear with Haliey, my friends, and the souls I need, and you can't do a thing about it."

Hades looked like he was about to go inferno, his entire body becoming engulfed in flames that danced across his arms and back, licking at his robes and threatening to set fire to Frankie and Spectra if he wasn't too careful. Then suddenly, the flames died down as Hades began to become calm. "Fine. I'm a god of my word," he grumbled. "If you fight the next two rounds, I'll give in to your demands." he grumbled, Persephone smirking at her husband's defeat.

"I thought so." Ben smirked. Spectra gave an actual smile as she floated down from the stands and gently grabbed Haliey up in her arms, grunting under the sudden weight and flying back up to the booth with a giggling Hydra girl in her translucent arms.

"Your compassion never ceases to amaze me," Skurd noted.

"Was that a compliment, Snot Rocket?" Ben asked.

"Not at all, dear boy. Just a noticeable event." Skurd claimed as Ben rolled his eyes. A loud whine met his ears as Hades brought down the microphone for the next announcement of the next round. "Ladies and Gentleman, up next we have a doozy of a battle ahead! He's ten feet tall with serious anger management issues, and was slayed by Theseus in his own maze! Please welcome, the Minotaur!" Hades roared as the crowd cheered loudly.

A large figure lumbered out into the arena, covered from head to hoof in shaggy, brown fur that smelled like it was in desperate need of a washing. With horns almost five feet long and hooves the size of dinner plates, the Minotaur stomped out into the arena, bellowing savagely as he raised his war ax over his head, drawing more applause from the audience.

Without a word or witty quip, Ben activated the Omnitrix and slapped the activation button, hoping for a correct transformation; the beast looked incredibly muscled and durable, but especially fast, giving him a key weakness to play against as alien DNA coursed through his veins. His body structure stayed similar to his human form, shooting up about a foot and a half as the Omnitrix worked its magic. His skin turned a pale gray and looked as if it would split and break with the slightest touch. His fingers became long, razor sharp claws as his eyes widened and turned entirely green. His flat human teeth grew into sharpened fangs, some of them not entirely fitting into his mouth and then curving over his lips. Muscles piled themselves onto his arms and chest as he felt his lungs grow very large and heart start to slow. He felt slightly empty and sort of drowsy, drained of the ability to eat normal foods and forced to eat . . . . other things. His feet became sharp claws, hidden beneath a pair of green boots. A tight, black and green costume that showed off his muscles covered him, a green mask with bat-wing horns appearing on his face. The Omnitrix symbol appeared on his chest as a thick membrane grew between his arms and his hips, forming wings and completing the transformation.

"Whampire? Not what I was going for, but I think I can work with this." the Vladat said to himself, taking to the air with a flap of his arms. The Minotaur bellowed and swung his mighty ax in an attempt to swat the alien vampire down from the air, missing with each swipe of the sharpened blade. With a sudden twist of his body, Whampire dove downward, ramming the beast in the chest and stunning it as he swooped back up into the safety of the air before diving back in for another attack.

The Minotaur however, was ready this time and swung his ax like a baseball bat, hitting Whampire with the flat of his blade and sending him to the ground. The Vladat groaned and pulled himself up, rubbing his sore skull, just before the Minotaur anvil dropped onto him, striking his massive elbow into Whampire's gut and knocking the wind out of him.

"How about a little help here?" Whampire gasped. Skurd sighed and rolled his beady eyes before stretching himself out and over the Vladat's hands, selecting a random DNA sample from the Omnitrix before melding it with Whampire's DNA, a bright, green glow covering his arms and changing them. The Minotaur was suddenly blown sky high by a blast of water, landing on the bare rock with a loud _thwack!_

"Now this is more like it!" Whampire cried gleefully before sending another blast of water from his Orishan hands and sending the Minotaur back another dozen feet. With a yell, Whampire took to the air again and slammed his body down on the Minotaur's back, grabbing him by the horns and yanking back. The Minotaur bellowed and climbed to his feet, snorting and roaring as he ran about, trying to get the alien vampire off his back.

"Go, Ben!" Haliey cheered as Hades sighed and rolled his eyes.

"I order a simple battle to the death, and all I get is a circus act!" he whined, Persephone elbowing him in the ribs again.

Whampire ignored the comment and held on tight as the Minotaur raced around the arena to the cheering of the crowd, swatting at and beating his own head in an attempt to get the Vladat off of him. "Enough of this rodeo!" Whampire cried as he yanked back on the Minotaur's horns and steered him straight into the nearest wall of the arena, sickening _crack! _echoing through the entire Underworld. The Minotaur's body went limp as his sore head fell to the ground, unconscious.

"Yeah! Who's the greatest? Who's the greatest?" Whampire cried happily, appealing to the crowd as they roared and cheered his victory. Frankie and Spectra cracked grins as Haliey happily clapped her hands. Hades however, did not look exactly pleased.

"I can't believe this guy! I throw everything I've got at him and it doesn't even-" Hades roared, his entire body engulfed in red, hot fiery flames as he watched the Omnitrix time out and revert Ben back to his human form, much to the crowd's approval.

"Sit, DOWN." Persephone growled, yanking her husband back down into his seat, the flames that danced across his body quickly evaporating under his wife's anger. "Stop with your insolent anger management issues and send out the last monster already."

The Lord of the Dead but slowly rose from his seat, yanking down the microphone from thin air and speaking into it, trying to sound chipper and unaffected by the events of the fights; he almost wasn't able to do it.

"Ladies and Gentleman! For our final round, we have a monster so fearsome, so terrifying, so frightfully powerful that if it weren't for the me and the Olympians keeping him prisoners down here, he would literally destroy the world! I give you the Father of all Monsters himself, TYPHON!" Hades roared as every monster in the stadium, with the exception of Frankie, Spectra, and Haliey, went absolutely nuts, the entire Underworld seemingly vibrating with the noise.

The entire Underworld _did _shake and rumble in a rhythmic beat that sounded distinctively like footsteps. Ben gulped as the footsteps got louder and louder, closer and closer, the ground shaking more violently with each and every step until the other end of the arena was blown to complete bits, rubble flying everywhere as a large cloud of dust rose up. Skurd literally screamed like a little girl when his eyes laid upon the being before them, and even Ben had to admit he was scared witless.

Typhon was huge. And even then, saying he was 'huge' was an understatement. He was absolutely enormous, even bigger than Way Big as he stretched all the way up to the roof of the cavern. Ben could literally feel the power pulsing of him in waves as the titan took a couple steps forward, sending earthquakes outwards with every step. He looked as if he were composed entirely out storms, the strong winds that coursed through his body swooping around the cavern and creating a large tornado as lightning cracked and rumbled within his body. The titan looked down at Ben with an almost skeletal face, completely dwarfing him as he regarded him.

"All too easy." Hades chuckled, sitting back in his seat as the ghouls watched worriedly. There was no possible way Ben could go up against the monster before him without dying in the first ten seconds. None of his known alien forms would stand a chance against the titan.

"Ready?" Ben asked Skurd nervously; Typhon merely stared at Ben, as if waiting for the first move, knowing his victory was reassured.

"I am so not ready to die today." Skurd whimpered as Ben activated the Omnitrix and carefully cycled through his roster. Gulping nervously, Ben slowly pushed the activation button, hoping against hope that the Omnitrix would save him from imminent death. He felt himself become powerful as the alien blood coursed its way through his veins, the watch forcing his very DNA to shift and mold and change into something it shouldn't have been. The changes began almost immediately, starting his skin becoming a dark, midnight black that raced up his arms and legs and covered his face. His eyes widened into large almonds before melting together into a single, green orb. His teeth became sharp his toes all ground together into two claws. He felt an itching sensation at the base of his spine, and craned his head to watch a long, elastic-like tail stretch out behind him, a growth forming on the end that resembled a forked plug. His fingertips become hard and metallic, becoming cube shaped as muscles piled themselves on his arms and chest. Two long antennae suddenly shot out from his skull, unrolling behind him like dreadlocks as forked plugs formed on their ends. His chest and torso turned a dark shade of green as the Omnitrix and Skurd appeared on his chest and a sharp, tingling feeling could be felt in his fingers.

"Alright, tough guy! Lets dance!" Feedback cried, trying to sound as tough as possible. Typhon narrowed his and slammed a massive hand into the ground as Feedback shot up into the air, using electrical blasts to propel him upwards towards the titan's face. Typhon swiped an arm at the tiny being trying to attack him, catching him so that he rolled across his arm until he popped up to him feet. The Conductoid ran up his arm, throwing his arms behind him and letting electricity pour out of his fingertips. The titan's skin felt like we running on a combination of hot sand and water, feeling both rough and vapor-y at the same time. Typhon growled in annoyance as Feedback continued his assault, climbing up onto his shoulder and skittering around his neck before scaling up onto the titan's head where he jabbed his fingertips into the vaporous skin and began to drain Typhon of his energy. The power that coursed through the titan's veins like blood was overpowering, wild trails of electricity escaping Feedback's antennae and tail and screamed in agony; this was worse than when he battled with Malware, worse than when he absorbed a raw lightning strike to reanimate Frankie. The power was incredible as Feedback felt almost every nerve in his body burning in pure agony.

There came a blinding light as Typhon sent an almost infinite amount of electricity and power coursed through his body and into Feedback, sending him flying through the air and into the opposite wall of the arena where he collapsed, unmoving.

"YES! HADES RULES!" the Lord of the Dead cried triumphantly, jumping free of his feet and throwing both of his arms into the air in victory; Persephone threw him a poisonous glare. Frankie and Haliey had climbed to their feet, watching nervously as Spectra flew down to her lover, unable to sit still when he was possibly dead.

"Ben! Ben! C'mon, wake up! Wake up!" she pleaded, cradling his head in her hands. Skurd was yelling insults into Feedback's ear holes in the hopes of waking him up, but nothing was working; he was barely even breathing, and even then they were becoming slow and raged. With a groan, he slowly cracked open his eye, his vision blurry and distorted, Skurd's voice echoing in his head as he insulted his mother.

"Spectra?" he moaned, blinking his eye to try and clear his vision.

"Oh, thank Sphinx you're okay." Spectra sighed with relief, helping Feedback into a crouching position. "I thought you were boarding River's boat."

"Nah, it'll take more than Typhon to send me on the ferry," he reassured her. "Sooner or later though, I'm gonna run out of gas."

"Then change!" Spectra practically pleaded. "Change into something else! I don't want to lose you!" Feedback nodded, pulling the shaking ghost into his strong embrace. He was not about ready to give up, not now, not ever. He would keep on fighting for him, for Skurd. He would keep fighting for Frankie, for Spectra, for Haliey, for every friend of his that ended up in this horrible mess ever since he came here on the whim of a Time Walker. He would keep fighting until he could fight no more. With a quick kiss to her forehead, Feedback sent Spectra to the announcer's box, Hades practically seething with rage as Feedback silently walked towards Typhon, determination radiating off of him in waves.

"Hey, Ugly!" he called up to the titan. "It's time to end this once and for all!" he yelled, slapping the Omnitrix on his chest and letting the alien device do it's magic.

Ben felt every fiber of his being being ripped apart at the molecular, maybe even the quantum scale, becoming lose and separated. In a way, it was similar to being Goop, but this time it was beyond painful. He felt a darkness within him, like a vile serpent that was curling its way around his heart as the dark fibers began to condense back together into a somewhat more solid form. He watched from what seemed like a third person view as the black fibers, shadows seemed to be the more proper term, twisted and turned and molded together, forming the standard body shape for a four legged creature, complete with four muscled legs that ended in sharp, black hooves, and a tail that consisted mostly of stray hairs, much like a horse's. The sequence didn't stop there as the shadows began to form what seemed to be the head; except they didn't. Instead they morphed themselves into a muscled torso, Ben watched as four thin, yet muscled, arms formed on the torso and chest, two on either side. A small, somewhat human-shaped head formed on the end of a thin neck, elf-like ears forming on either side of it as white orbs took the place of the eyes. Dark, midnight colored hair sprouted from the scalp, tightening and condensing into long, wavy black hair tied into a ponytail. Ben then felt himself get sucked back into the lifeless body, his essence taking residence within the core as clothes began to form on the body; a dark green colored chest plate that contrasted nicely against the being's shadowy skin that swirled and whirled about with little control; arm and wrist guards with black stripes against dark green; spiked shoulder pads that framed a Roman style helmet with a bright green plume of feathers running down it. The agonizing transformation was complete when the Omnitrix appeared on the center of the chest plate.

"Phobos!" he roared, rearing into the air and kicking out his forelegs as the crowd cheered and roared at seeing a familiar shape. Hades cocked a suspicious eyebrow as Frankie watched, confused. Had she seen this form of Ben's somewhere before?

She didn't get a chance to ask as the Varjoain raced across the bare rock, his hooves loudly clapping with every stride as he raced towards Typhon. Frankie watched in shock as a pair of massive, black bat-like wings sprouted from Phobos's back, lifting him into the air with every pump of them. Phobos open his clenched fists, watching proudly as two, long and curved katana blades sprouted from his palms, coming free and sliding into his waiting hands. With a raspy yell, Phobos swooped upwards, dodging Typhon's massive hands as he tried to swat the annoyance out of his face.

Phobos swiped his swords across the skin of the nearest hand, watching with satisfaction as a gold colored ooze poured out from the wounds. Typhon howled in agony as Hades watched with disbelief, Phobos flying up to the titan's face and swiping his swords over one massive eye. The titan howled in agony and reached up with a hand to slap Phobos aside, only to stab in the palm. The Varjoain left the weapon where they were and simply conjured up another set of the blades from the shadows that made up his body, flying all the way up to the behemoth's head before thrusting the newly forged katana blades downwards and into skull. Typhon bellowed in pain and repeatedly slapped his scalp in attempts to pull the weapons out as more golden colored blood oozed out from the wounds.

"End it already, dear boy! No telling what he could!" Skurd instructed Phobos.

"Fine." he breathed, swooping down towards Typhon's face and hovering there, flapping his wings to stay balanced. Typhon glared at him in pure hatred with his single eye, daring him to make a move. Without muttering a single one of his witty quips, Phobos simply let go; he had been plugging up his power, so to speak, preventing his true potential from coming out. He felt the power rush to his pure white eyes as he hovered, completely motionless; even his wings didn't move as Typhon's single good eye widened in horror at what he saw before him. He began to tremble and shake violently, his entire body turning a snowy white in color as complete terror coursed through his body, making his worst nightmare come true.

"Duck and cover!" Frankie yelled as she and Spectra dove to the ground, pulling Haliey down with them to save themselves from what was coming next; Persephone was wise enough to follow their move, though Hades refused to do anything but watch in complete anger, his entire body engulfed in flames so hot they melted his seat.

There then came a gigantic explosion that seemed to not only rock the Underworld, but Tartarus, Chaos, even the earth itself as rock and dust rained down from the ceiling, a blinding light feeling the enormous cavern as Typhon simply exploded with fear. After what seemed years, even an eternity, the light died to reveal nothing but a mountain of golden colored dust. That, and a lot of golden colored slime that covered most of the arena, audience, and even Hades himself.

"And that, is how its done." Phobos smiled a mouthless smirk, alighting back down on the ground as the Omnitrix timed out and reverted him back to his human form.

"WHAAAAAAAAAAAAAAAAAAAAAAAAAAT?!" Hades screamed with rage, his body nothing more than a ball of fire as looked upon Ben with complete hatred in his cold eyes. And he would have jumped right out of the announcers box and tackled Ben to the ground and beat him senseless if Persephone didn't finally have enough of her husband's temper and punching him in the face.

"Okay, okay, you what? I probably deserved that." the Lord of Dead said hastily upon seeing his wife's angry face. "And, hey, I'm a god of my word." he added when Persephone's glare deepened. He quickly snapped his fingers as he climbed to his feet, nursing his wound as a flash of light appeared in front of Ben, dying down to reveal six ghostly figures before him, looking around confused before their hollow eyes settled on Ben.

"Ladies and Gentlemen, monsters of all ages! Can I get a round of applause for the newly resurrected warriors of the Rebellion: Lagoona Blue, Manny Taur, Howleen Wolf, Cleo De Nile, Neigthan Rotter, and Rochelle Goyle!" Hades howled into the microphone, drawing a loud cheer and applause from the audience as Ben gave a rock star's pose.

"Yes! Tennyson rules!" Ben mocked the Lord of the Dead.

**And there it is, the longest chapter yet!**

**Wow. Ben has just won a bet against Hades, the Lord of the Dead, himself. Can he get anymore lucky? Probably.**

**And for those of you that have noticed, I did work a little of Percy Jackson in here, mostly because it's the only Underworld I've seen. And another little thing I've worked in, for those you who haven't noticed, is that Hades is modeled after Disney's Hades. What can I say, the guy's one of my all time favorite villains, mostly because of his personality and the fact that he's 100% sane, unlike most of the Disney villains.**

**Anyways, it has come to my attention that some of my readers are confused about who is in Ben's harem and who is not. I am here now to clear up this little issue. The current ghouls are as follows: Frankie Stein, Spectra Vondergeist, Skelita Calaveras, Nefera De Nile, Venus McFlytrap, Robecca Steam, Jane Boolittle, Jinafire Long, Bonita Femur, Whisp Grant, and Twyla. There may be more to come, so keep an eye out!**

**If you have any more questions, comment, review, suggest, and request down below! I will try to answer them as soon as possible.**

**Hasta Luego!**


	27. Infiltration

**Hello, ghosts and ghouls! That's right, I'm back with another chapter for all of you undead readers to enjoy!**

**I've set up a poll for a question given to me by _Crofty666_. Who do you think is stronger, Phobos or Toepick? Give me your opinions in the poll set up on my profile, and I should have the answer back to you by next chapter!**

**I have also set up another poll, concerning the lemons of this story. While some people seem to like it or tolerate it, some people find it disturbing or not enjoyable. This is why I have set up a poll on my profile to hear from you guys! Tell me how you feel about the lemons, and I shall do my best to do what's best for everyone in the coming chapters.**

**Another thing I would like to address are negative comments in the reviews. One review in particular really hurt my feelings, and this is a kind of thing that makes great websites like this no fun for anyone. If you honestly have anything bad to say, consider for a moment how the writer might feel. While I shall respect the author's privacy and not visibly point fingers, please refrain from posting such negative comments that hinder the story instead of helping it.**

**Another thing to mention is a wonderful writer by the name of _Morantis_. This writer excells in writing Ever After High, which is good considering that's what my sequel will be. Seriously, check out their stories sometime, they are good! And, I've gotten word that he _might_ be considering a Ben 10/Monster Xover as well!**

**Honorable mentions aside, feel free to comment, review, suggest, and request down below!**

Onwards!

Ben didn't quite know how to feel when he saw the souls of his friends before him. He was ecstatic at having them back, especially since he actually managed to win a deal with the Lord of the Dead himself. But would his friends _want _to return to the living? Were they happy with being dead and away from the troubles of the world?

He soon found out when Lagoona threw her translucent arms around him, hugging him tightly as Manny finally decided to end the one sided feud between him and Ben and give him the mother of all noogies. Neigthan gave Ben a 'bro-hug', and even Cleo managed to swallow her pride and thank Ben with a bone crushing hug. The other two souls, Howleen and Rochelle, simply looked confused to who Ben might be, but they recognized Frankie and Spectra right away.

Silently, the drifted over to the two ghouls and hugged them both, happy to see a familiar face in the dark, dreary pit of the Underworld.

"Aw, I haven't gotten this choked up since I got a hunk of moussaka caught in my throat!" Hades cracked from the announcer's box, Persephone elbowing him in the ribs for a third time since Ben had come to the Underworld. Hades flinched and rubbed his sore side.

"Ya know, I kinda feel bad for you, Hades," Ben smirked. "I mean, you're going to have to live with the concept that someone, a _mortal_ of all people, beat you at your own game! You know, like, for eternity and-"

"I KNOW!" Hades roared, his entire body flaring up with hot flames. "I know! I know, I got it, I got the concept." he grumbled, his fiery hair turning down to a cool blue in color.

"Now are you just gonna stand there, or are ya gonna get the Hades out of my Underworld?" he asked, disgruntled before he realized what he had just said. "Wow, I just cursed my own name. I mean, who does that, cursing their own name? It should be impossible, and yet it happened and-" he rambled on before he caught sight of his wife's glare.

"If I recall, the deal was that if I won, _you _would send us home," Ben smirked, his eyes tracing over to Haliey, who was hiding behind Spectra. "Among other things."

"Hmm? Oh, right." Hades pouted, folding his arms over his chest and hunching over with a frown on his face. Persephone ignored him and kindly beckoned for Haliey to come to her, putting on a kind and motherly face. Haliey glanced up nervously at Ben and Spectra, who both nodded their heads reassuringly. The little monster cautiously stepped out from behind her two friends and slowly walked towards Persephone, waiting for things to go horribly wrong.

Other than Hades pouting off to the side however, nothing went wrong. When her heavy feet finally reached Persephone, the Lady of the Dead pulled her into a hug and Haliey could not have been happier. For the first time in half a century, she finally felt loved by someone. And a goddess, no less.

"Are we done here? Because, word of warning, I know all the lawyers," said Hades. "Oh, and Ben, Benjamin, Benny-boy? Any time ya want to crack some skulls, give me a call, could ya do that? I got plenty of 'em to spare."

Ben rolled his eyes. "Sure, sure. Now, about our ride home?" he mentioned as the souls looked at him expectently.

Hades sighed and snapped his fingers. A black chariot with spikes and a face that looked like a skull appeared out of thin air, hooked up to a demonic looking horse with a pair of gigantic bat wings. "And I don't want ta see one scratch on that thing," Hades added. "Took me a couple centuries to buff out after I lent it to Zeus. Last time I do that." he grumbled.

"Thanks, Flame Head. See ya around." Ben smirked as he, Spectra, Frankie, and the rescued souls climbed into the chariot. Hades rolled his eyes and watched as Ben snapped the reins, and the chariot took to the skies, the horse giving a horrifying screech as it flew away.

"Last time I make a deal with a guy with a shape-shifting watch on his wrist," Hades grumbled. Haliey giggled and moved one of her three heads closer to Hades's, sucking in a deep breath and blowing it back out, effectively killing the flames that danced across Hades's skull.

"What, whoa! Is my hair out or something?" he wondered.

* * *

"That should do it." Whisp sighed wearily, falling back onto one of the hospital beds to rest. Gigi nodded and lay back in her own bed, gazing upon the six bodies that lay motionless on the other hospital beds. The first body was none other than Cleo herself; she had changed over the years, adding at least half a foot to her height. Her fair skin had dulled over the years without sunlight, and the bright rhinestone under her eye had apparently been torn off during a battle, leaving a deep scar under her eye. She looked less like Cleo without her makeup, which she had stopped using over the years. She wore a tight leather outfit that showed off her curves and wore a scabbard on her back that held her prized swords. She wore armor on her wrists and shins, a golden colored chest plate covering her chest.

The second was Manny, the bed nearly collapsing under his weight. He wore a massive chest plate and armored pants on his gigantic body. Spiked pads sat on his shoulders, a large battle ax lying on the floor next to his bed. The minotaur had grown in the past years, becoming the biggest operative the rebellion had had over the years.

Next to him lay Neigthan's body, looking even paler than before. His ribcage shirt had been replaced by a dark red and blue chest plate with a sash of throwing knives over his chest. He still wore his black pants and colorful boots, the spikes now elongated for better damage and battle use. His hair had been turned into a multicolored Mohawk, his horn now a dull blue after being without use over the years. A chain was wrapped his waist, a large anchor tied to the other end.

The fourth bed contained Rochelle's body, and it had taken quite a lot of cement to repair her body. In doing so, the Grant sisters gave her a few upgrades; a bigger wing span to hopefully give her some flight, as well as the addition of a spiked tail. Her pale pink and blue hair had been reduced to a short cut that barely touched her shoulders; that way there a lesser risk of it being a hazard during a fight. Several new piercings had come to be put into her wing-shaped ears, and several new spikes had been added to her physic; one interesting fact about gargoyles was that their bodies could be modified and improved, as long as they plenty of cement and stone to work with.

The fifth bed held Howleen's body, and she had changed dramatically over the years. Her wild, pink hair had been reduced to style similar to Rochelle's, and her ears now had several notches that hadn't been there before. Unlike her sister, she had taken on a costume similar to that of a ninja's, dressed from head to toe in black. On her chest, over her heart, was the Omnitrix symbol behind the Monster High skull, an image that was slowly starting to catch on around the base, especially ever since she was killed; a pair of guns lay on the floor beside her and a double row of throwing stars lay over her chest.

The final body was the most difficult to repair. It had taken hours to repair the broken bones and torn muscle, and even longer to create new limbs entirely. Her blue scales were dry and slightly cracked from lack of moisture and her new limbs sticking out at odd angles from lack of use. She was wearing an outfit similar what she usually wore back at Monster High; black leather jacket over a dark blue shirt with a brown strap of knives and a pair of black pants and dark blue combat boots. Her Orishan gauntlets now lay on the floor; the weapons had been modified by Ghoulia so that they drew moisture from the air and condensed it into the deadly water attacks they had become known for.

Gigi blinked her eyes upon hearing a noise coming from the hallway and sat up to watch Ben, Spectra, Frankie, and six pale figures walk in through the doors, the living members of the group bickering.

"That is the last time we let you drive Hades's chariot, Ben," Frankie grumbled, rubbing her sore skull.

"Hey, I know how to drive a car, but chariots being drawn by demon horses are another thing," Ben argued. "I just hope Hades doesn't find out."

"Kinda hard to miss a scratch that big, Ben." Spectra sighed, cracking her aching back. Ben sighed and sat down on the edge of Gigi's bed as the six souls drifted over to their respective bodies; Spectra and Frankie opted to sit down on the last empty hospital bed, Frankie collapsing onto her back from exhaustion.

"So, uh, how do we do this?" Ben asked awkwardly; the six souls hadn't said, or were unable to, say a single thing since they had been summoned by Hades. Gigi sighed and climbed out of her bed, Whisp following her movements as they walked over to stand in front of the six beds, Gigi taking the first three and Whisp taking the last. The Grant sisters then simultaneously closed their eyes and clapped their hands in front of their face, holding them there as they silently chanted words before bobbing their heads in unison. A blinding flash of light filled the room, followed by a loud _bang! _Silence soon came afterward.

"Did it work?" Ben asked as he opened his eyes to find Gigi and Whisp passed out on the floor of the med bay. Ben quickly hopped off the hospital bed and scooped Gigi up in his arms, placing her on the bed before doing the same with Whisp.

"What happened?" he asked as Gigi came to.

"Raising the dead takes a lot out of us," Gigi replied. "Especially now that we can't function without the other. You now have six wishes left." she added.

"Six? I only used one!" Ben exclaimed.

Whisp moaned and sat up, rubbing her sore head. "For every person we resurrected, you used up one wish." she explained.

Ben was about to protest when he heard shifting coming from behind him. He turned to see the six bodies slowly moving about, Lagoona's movements a bit more stiff and less fluid than the others; having most of your body recently replaced could do that to a monster. Ben watched as the six bodies slowly sat up and looked at their surroundings before realizing where they were. With stiff limbs, as if not quite used to walking and moving again, they stood up and stretched, testing their bodies.

Lagoona slowly blinked her eyes and turned to gaze at Ben, opening her mouth to say something, anything; all that came out was low moan. She clasped her hands around her throat, as it hurt beyond belief. Manny and Neigthan were getting use to their legs again, holding onto the sides of their beds for balance. Cleo was struggling to use her fingers, wincing when they went into odd and slightly painful positions. Rochelle attempted to stand and promptly fell to the floor, shaking it slightly under her stone body. Only Howleen, who had somehow managed to disappear in all the ruckus, seemed to have full control of her body once more.

"Thank . . . you." Lagoona finally managed to croak.

Ben smiled. "No problem, Lagoona. It's what I do."

The sea monster was about to say more when the entire room was plunged into pitch black darkness, drawing out panicked yells of shock and surprise from the monsters in the med bay. Ben quickly turned on the Omnitrix, but instead of selecting an alien and activating the transformation sequence, he kept the hologram up; the room filled with a soft green glow as the door to Ghoulia's lab slammed open and the zombie genius herself walked out.

"Aaiiiiiiiii-eeeeeeeeyyaaahh?" she moaned.

"No, I don't know why we lost power, Ghoulia," Frankie replied. "Maybe we blew a fuse?"

"Attention, everyone," Twyla's voice came out over the intercom. "Remain calm and stick together while we try to fix the problem. On an unrelated note, will Ben Tennyson, Jane Boolittle, Jinafire Long, Ghoulia Yelps, Spectra Vondergeist, and Manny Taur report to my office? Thank you."

"How did she-" Ben started before his eyes caught sight of the security camera jammed in the corner of the room. "Oh. Right."

* * *

Twyla sighed and rubbed her aching temples. Running an operation like the Rebellion was a tough job, and few ever actually understood how hard it was. Some days she felt like she was going to explode, suddenly break down in front of her troops, and go on a rampage, consumed by the Thing that lurked within her. It terrified her plaguing her with nightmares whenever she tried to get some sleep. A low hum resonated throughout the entire base as the back up generator kicked in, using their emergency power to coat the whole base in the deep red of the emergency lights.

There then came sudden noise from the door that led to her office/living quarters. Twyla looked up to see a large dome in the metal door, two more appearing above and next to it before the door was fully knocked free from its rim and onto the floor with a large _bang!_ Jinafire, Jane, Ghoulia, Spectra, Manny, and Rath stepped into the room, forming a half circle around Twyla as she spoke.

"Ben, why did you knock down my door?" Twyla sighed.

"Lemme tell ya somethin' Twyla, Glorious Leader of the Immortal Rebellion! Rath tell door to open, and door refuse! Rath taught a lesson it will never forget!"

"In other words, the door refused to open due to not having enough power." Jinafire translated calmly.

Twyla nodded before continuing, ignoring the pulsing red lights overhead. "It seems someone has broken into our power core and delivered near maximum damage to the core. We're running on emergency power, and only essential systems are being used, such as the security cameras and intercoms; Ghoulia, I'm going to need you to try and get the power core back online."

Ghoulia moaned and gave a salute before skittering out of the Twyla's office and down the hall, towards her lab to pick up the necessary tools.

"What about us?" Jane asked.

Twyla sighed and went on. "I've some terrible news. Jackson's on the loose."

Only Manny actually seemed to know what was going on, and even then the minotaur seemed thoroughly worried. "Um, what's wrong with Jackson?" Spectra asked.

"He's infected," Twyla began with a sigh. "When Zs'Skayr took over the Earth, all non-monster organisms were infected and turned into his horrible army. And because Jackson is a Monster/Normie hybrid, his mutant DNA makes him . . . unstable."

"What do you mean by 'unstable'?" Jinafire inquired.

"I mean, whenever he Jackson isn't Holt, he becomes a twisted monster," Twyla explained. "We had to lock him away in his own private cell with loud music playing 24/7 just to keep him from going beast on us. The power cut the music, and now Jackson's out."

"I thought even if Jackson went crazy the cell would hold him?" Manny snorted.

"That's what worries me," Twyla sighed. "He didn't escape: he was let lose."

"Someone let Music Man out? Not cool!" Rath bellowed.

"Yes," Twyla said, slightly confused. "And we unfortunately know who it was." Without another word, Twyla pulled out a device similar to a phone from her pocket and tapped a few buttons before holding the screen up for everyone else to see as they crowded around the screen. It was slightly blurry, clearly taken from a security camera during the chaos. A figure was standing right in the middle of the frame, standing right before a door that was clearly not meant to be open; the being had rotund, black and gray body with four stocky limbs. Several pistons could be seen sticking up out of its back and a large, windup key-like protrusion stuck out of its head.

"Clock Man!? Rath is gonna smash him!" Rath roared.

"Maltruant is lose in the base? Oh, this is not good." Jane whimpered nervously.

"No, no it isn't," Twyla sighed. "And I'm pretty sure Maltruant cut the power _and _set Jackson loose as a diversion."

"The question is, a diversion for what?" Jinafire mused.

"That's what I want you to find out. Ben, Jinafire, and Spectra, I want you to go after Maltruant. Stop him at all costs and try to restrain him for questioning. Manny, Jane, you two and me are going after Jackson. We want to try and restrain him at all costs, got it?"

"Does this mean Rath gets to punch Clock Man?" Rath asked.

"Yes, yes it does." Twyla said, rolling her eyes.

"Aw, yeah! Rath's happy!"

* * *

"So, uh, how long have you been able to, uh, do . . . ya know . . ." Manny trailed off as he, Twyla, and a lion with purple colored fur stalked down a hallway, the red light of the emergency lights blaring overhead in a constant, pulsing rhythm.

"I actually only found about it about a couple days ago," Twyla said quietly. "I assume she's had it for a couple of weeks and has been practicing. Although that would explain the damage to the Mess Hall, now that I think about it . . ."

Her thoughts were shaken from her when a loud noise came from down the hallway, followed by frightened screams and the sound of a fight. The trio dashed forward, skidding to a halt to look down the hallway to find a scene of destruction. Bodies of soldiers littered the hallway, covered in wounds but seeming to still be alive. Panels from the walls had been torn free and wires were ripped out of the ceiling, the lights broken and smashed as they hung from above. The doors on the end of the hallway were torn free from their ridges, crushed and with a hole the size of a beach ball punched right through them.

"Something tells me Jackson was here." was all Manny managed to say.

"Oh, you think? Whatever gave you that idea?" Twyla asked sarcastically. Without another word, she ran down the hall, pulling out her guns and hopping over the bodies of her fallen soldiers as the lion ran after her. With a sigh, Manny took his battle ax in hand and charged after her, following the sounds of savage snarling and gunfire. Yelling a battle cry, Manny turned to the right and swung his ax downward, just in time to block a swipe from razor sharp claws. A loud roar met his ears as Jane slammed into the beast that had attacked Manny and tackled it to the ground; Manny was finally able to get a good view of it.

The creature was either incredibly hideous or incredibly horrific, possibly even a sick, twisted combination of the two. A mop of long, messy, grimy hair sat on the creature's head, covering most of the face, except for the mouth. The mouth was a cage of sharp and crooked teeth that jutted out upwards and over the cracked and bloody lips. The remains of a shred sweater vest under a red motorcycle jacket hung loosely around the creature's hulking body. The limps were heavily muscled and the swelled fingers ended in cankered and split claws. As if that wasn't freakish enough, an extra set of limbs had messily burst out from under the original's, the left one being a twisted arm and the right one a clawed leg. A reptilian tail sprouted out from the base of the spine, sipping out from a apir of ripped purple, vertically striped pants with flames on the legs. Spikes popped out of the elbows and back, multiple hoops and piercings in the eyebrows and pointed ears. But what terrified Manny the most were the eyes that he could see beneath the heavy hair.

They were fiery red, full of white hot rage that seemed to radiate off of the creature in heavy, relentless waves that screamed death. They were soulless, piercing right into Manny's body and promising horrific and messy torture methods that screamed pain; Manny barely had time to dodge Jane's body as it flew over his head. With a yell, Manny swung his ax downward, not quite believing that the hideous monster before him once was the pitiful nerd that he used to pick on.

Jackson roared and swung two of his fists at Manny, socking him straight in the gut and sending him into the far wall. Twyla let lose with her guns, oozing purple dots sprouting all over Jackson's dark blue back. The monster bellowed and swiped at Twyla with its tail, knocking her into the wall where she slid down and didn't move. Manny snorted and climbed to his feet, throwing his battle ax over his shoulder, the weapon completely useless against a monster of such power. With a loud bellow, Manny charged forward, slamming into Jackson and catching him in the chest, ramming him into the far wall and pulling away to find dark, purple blood dripping from his horns.

Jackson snorted and grabbed Manny by one of his horns, lifting up his full weight and slamming him into the floor once, twice, three times before the minotaur stayed down. Without even looking up, Jackson threw up a fist, hitting the vicious, violet colored cobra in the face and sending its limp body to the ground. With a savage howl, Jackson looked over his work and took off down the hallway, snarling and bellowing as his massive hands and feet slammed into the floor.

* * *

Ben, Jinafire, and Spectra rushed down the hall, ignoring the pulsing red lights that blinked on and off overhead. With the power out, the doors that stood in front of them would constantly block their path, but these were quickly taken of with a massive kick from Jinafire; Ben made a mental note to never get on the dragon's bad side. The trio ran down another hallway, completely blind and oblivious to where Maltruant might be heading.

"Iris, any sign of him?" Ben called into the Omnitrix.

"Sector . . . C8 . . . elevator . . ." came Iris's voice, her voice scratching and tired sounding after not being used in years. Ben felt sorry for the cyclops, but now was not the time. With the instructions in mind, they turned down the previously mentioned hallway, only to nearly run head first into a very sturdy door. Spectra simply phased through to the other side, but no matter how many times Jinafire kicked the door, always getter fiercer and harder with each blow, the door didn't budge; it was as if it were made of the toughest material in all of existence.

"Let me try," Ben said after Jinafire nearly collapsed from such a waste of her energy. The dragon nodded and sat down on the floor, closing her eyes and assuming the lotus position as she relaxed and meditated; Ben didn't question it and merely turned on the Omnitrix, selecting a random alien and hoping for the best.

A green light encased him, changing his DNA as the Omnitrix did its work (Ben could swear he heard dramatic music playing from somewhere, but shrugged it off at being stressed). His fingers quickly fused together into razor sharp points as his wrists and arms became wider and harder, like semi-flattened blades. A small, pentagon-shaped notch appeared in the inside of his arm just before the joint, a sharp blade popping out at the elbow. His skin turned a tough red, the points and blades turning a bright white as black lines etched themselves across Ben's arms. His arms became thinner the rest of the way up as muscles piled themselves into the shoulders and chest region. His feet morphed into sharp points similar to his hands, sharp blades popping out on his knee caps as more black lines appeared on his body. His face split into three, rounded horns, each of his two now entirely green eyes sitting on a horn as the Omnitrix appeared between them on the third. The final piece of the transformation was the addition of a pair of black briefs, green and white belt, a green strap vest and a pair of green shoulder pads.

"Who's this guy?" the alien pondered as he glanced himself over. "Ah, no matter! Time to for a beat down!" With a sudden movement, the alien jabbed its pointed blades forward, watching in amazement as they punctured right through the door with ease to the other side. The only problem was that his pointed hands could only make small holes in the heavy metal of the door; by the time he made a hole big enough for them to climb through, Maltruant would be long gone. Furious, the quick alien swiped his blades across the door in anger, watching as cut marks were etched deeply into the door and watching, stunned, when the door gave a groan and collapsed in pieces on the floor.

"A very useful transformation, no doubt." Jinafire noted. "What will you call it?"

"Sushi Slicer?" the alien tried.

"Ugh. Your razor edged wit never ceases to amuse me." Skurd grumbled sarcastically from the alien's forehead.

"Razredge it is!" the alien cried happily before dashing down the hallway in a black and red blur. Jinafire raced after him, easily keeping pace with him; while Razredge was fast, he was nowhere close to being as fast as XLR8 or Fasttrack, but he could easily outrace most of Ben's other aliens. Spectra had long since disappeared, most likely confronting Maltruant at the source and stalling him. Razredge could only hope.

They soon came across the hallway Iris had directed them to and found themselves right in the middle of a not very epic shoot out. Maltruant, in all of hideous, metal glory, stood directly in front of an elevator leading into the bowels of the base, shooting red balls of energy at Spectra, who swooped and twirled through the air with ease. Razredge watched with increasing worry as the balls of bubbling red energy crashed into the surrounding walls, quickly aging them into dust.

"Beth Tennyson! So nice of you to join us." Maltruant growled upon noticing Razredge.

"Um, dude? I'm a guy. And it's _Ben _Tennyson, thank you very much." Razredge corrected him.

"Silence, you vermin!"

"It's time to clean your clock, Maltruant!" Razredge yelled, jabbing a blade at the rogue Chronosapien.

"Oi. I somehow remember your quips being much better than this." Maltruant sighed with annoyance.

"No, they've always been that bad. Trust me," Skurd sighed.

"Quiet, you." Razredge growled before zipping forward, furiously pumping his arms and leaping into the air, aiming all four of his major points at the Chronosapein. Maltruant sighed and merely raised his hands, spinning the protrusion on his head backwards and slowing down the time stream to a total stop, Razredge frozen in midair just a few inches away from Maltruant's face. Spectra was suspended in time, stuck with half her body in the ceiling and the other half just barely dodging another blast of torturous red energy and Jinafire was frozen on the spot, her arms splayed out behind her her as she leaned forward at an impossible angle to run forward with as little air resistance as possible.

"Oh, it is almost too easy!" Maltruant chuckled. "Even after lying in the shadows for so little, I am unbeatable!" he cackled. Without another word or otherwise, he turned around and punched in the code for the elevator to open, having hacked into the system long ago and retrieving most of the necessary data. The elevator doors slid open without fault and Maltruant stepped in, chuckling darkly to himself as the doors began to close and he released his grip on the time line; even an insane villain like him respected the laws of time and space to the breaking point. If it were held any longer, the time line would have surely collapsed with him in it, and that was not something he wanted to happen.

Razredge watched with annoyance in his eyes as the elevator doors slid shut just before his face slapped straight into the doors, sliding down with a pained moan. Jinafire jerked to a stop before she met the same fate, helping Razredge up as he and Skurd rubbed their sore heads.

"We have to follow him." Razredge said stubbornly.

"Indeed. Perhaps you could put your new form to good use and get us inside the elevator shaft?" Jinafire suggested. The alien nodded and sliced both arms in an 'X' motion over the doors, watching with satisfaction as they fell to the floor in pieces. With a happy cheer, Razredge jumped out into the darkness of the elevator shaft, being careful to avoid slicing through the cord that held the box in place. With a roll of her eyes, Jinafire copied his movements and grabbed the elevator rope for support, twisting and spinning her way down into the darkness as Spectra followed them into the bowels of the base.

After what seemed hours of falling into nothingness with nothing but the cable of the elevator car and elevator doors that appeared every couple hundred to keep their minds sane, the three finally landed on the elevator box's roof with a low _thump!_ Razredge made short work of the roof and hopped inside the car before dashing out the doors, followed quickly by Spectra and Jinafire. They were now in an expansive room that was about the size of a soccer field, the ceiling high above them. Numerous crates ranging in sizes from microwaves to elephants were stacked up against the walls, forming tightly packed walls of a maze made of shelves stocked with broken or unwanted items and inventions. Dim lights hung overhead, providing a suitable amount of light for everyone to see in, the near darkness lighting up when the Omnitrix timed out and reverted Razredge back into Ben.

"What is this place?" Ben wondered quietly.

"Storage . . . Anihilaarg . . ." Iris's voice wheezed over the Omnitrix.

"What the- where did the Anihilaarg come from!?" Ben exclaimed, his voice echoing through the expansive room as Jinafire and Spectra simultaneously clapped their hands over his mouth.

"Zs'Skayr somehow managed to get his hands on one, but we confiscated it during a raid," Twyla's quiet voice came over the Omnitrix as the ghouls released their hold on Ben. "Why is so important?"

"Because it's a bomb capable of wiping out an entire universe!" Ben hissed. "One push of the button, and _boom!_ Good-bye universe!"

Twyla was silent for a moment before speaking. "Get that Anihilaarg at all costs. I don't care if you kill the fuckin' bastard in the process, but do not let him get his hands on that thing. Do I make myself clear?" she asked in a steely voice that chilled Ben to the bone and made him forget about her foul words.

"Yes, ma'am!" Ben said quickly, snapping up straight and saluting, despite Twyla not being there.

"Good. We'll try to contain Jackson up here. Whoever gets done with their job first can help the other. Twyla out." were the Booegy girl's last words before signing off.

* * *

"Come back here you big lizard!" Manny bellowed.

"Technically he's just a mutant monster/Normie hybrid," Twyla corrected him, quietly cursed under her breath as she chased after Jackson, her guns clutched tightly in her white knuckles. The beast had eluded and managed to wipe the floor with them at every turn for the past hour, and it was not something Twyla was happy about. Somewhere, behind those soulless eyes and tough exterior, was the mind of a very smart being, calculating their moves before they even made them and knowing exactly how to stop them dead in their tracks.

Barely even thinking, the Rebellion leader spouted off another round of foul language when she came across the fourth blockade they had come across within the hour. Jackson was smart, she would give him that, using whatever material there was lying around to form an impassable wall of garbage and rubble that frustrated Twyla and forced her, Jane, and Manny to reroute themselves to find Jackson. If it wasn't from the constant feed of the cameras, which Jackson never seemed to find or notice, they would have lost him long ago in the labyrinth of the base.

"Jane, get into the air ducts." Twyla demanded. The jungle girl obeyed without argument, tearing off a vent opening and shifting back into the violet scaled cobra, quickly slithering through the duct and following the scent of Jackson. Manny and Twyla meanwhile, took a left at the blockade, following Iris's instructions to catch up with Jackson.

"Sector . . . C10 . . ." came Iris's sore voice from Twyla's ear piece.

"Wait. Sector C10? That's getting pretty close to where Ben is," Twyla quietly mused, a plan forming in her head that could and hopefully would kill two birds with one stone.

"What's the plan, boss?" Manny panted, leaning against his ax for support, exhasuted.

For the first time since they began this mad chase, Twyla smiled. "Corral him. Steer him towards the elevator shaft. With luck, he'll head down to storage where Ben is. Did you catch that Iris?" she explained to the minotaur, asking the last part to Iris.

"Closing off . . . sectors . . . C1-C7 . . ." Iris mumbled.

Twyla barely heard her as she dashed down the hallway, the hope of saving her precious base from as much damage as possible powering her forward as Manny huffed and puffed to keep up. The emergency lights continued to blare overhead, amongst a tangle of wires that dangled down like vines in a high tech jungle. Twyla heard a low hiss from coming from within the walls, most likely Jane as she tracked and tried to keep up with Jackson. A loud noise, like heavy fists and feet pounding against a heavily armored door echoed throughout the base as Jackson's savage roars accompanied them in a frightening rhythm. Twyla turned down another hallway, Manny on her tail, to see Jackson in shove match with a violet tinted polar bear, the massive carnivore towering over him and matching him for size and strength as the two pushed against each other, neither backing down from the other.

Twyla remained silent, reaching into her pocket and pulling out a handful of tranquilizer darts, their butts decorated with brightly colored yellow feathers. She quickly uncapped one of her guns and pulled out the energy cartridge that gave the weapon its devastating ammo and slipped the darts inside, quietly clipping it shut and pulling the weapon up to her eye as she aimed. Manny came up behind her, remaining silent as he tried to keep his large bulk out of sight, Twyla moving the gun back and forth as Jane and Jackson wrestled.

She pulled the trigger.

The world seemed to suddenly go into slow motion as the dart shot through the air, spinning in a corkscrew as it aimed right at the exposed flesh of Jackson's shoulder. The shot looked perfect, unable to possibly miss; even if it did, the dart would simply sink elsewhere into the monster's flesh and deliver the anesthetics needed. Twyla watched with confidence until she caught Jackson's fire filled eye. She gasped and shouted out a warning, but it was too late. Jackson quickly leaned back, purposely faulting in his strength so that Jane would slip into range of the dart, Twyla helpless to watch as the dart sunk deep into Jane's fur as she bellowed at the sharp pain. Jackson grinned a toothy smile and regained his power, shoving Jane off of him and into the far wall where she stayed down, breathing heavily as the anesthetics coursed through her veins, the massive muscles and fur slowly disappearing in favor of Jane's pale, violet skin; Ben was not going to be happy about this.

"Hey, um, Ben? Are you there?" Twyla caled for her lover over her com as Jackson barreled down the hallway opposite of her and towards the elevator; Ben still hadn't answered.

"Ben's currently in pain now. He will have to call you back," Spectra's voice came into her ear. "Should I can take a message?"

"Jackson is on his way down! Get away from the elevator. I repeat, get away from the elevator unless you want to be attack by a 500 lb monkey!"

"Oh, so now he's a monkey," Manny grumbled from behind her. "Make up your mind!"

Twyla ignored him and gave chase after Jackson, shouting death threats and disturbing torture methods that chilled Manny to the bone as he dashed after her. Sometimes, he worried for his leader's mental state. Sometimes.

* * *

"Oh, my aching head," Ben moaned as he climbed to his feet, rubbing his sore head. "Who knew a fat metal clock could pack a punch?"

"I am not fat! I'm big boned!" Maltruant roared, firing another round of energy balls of his hands that Ben just barely missing by ducking to the ground and crawling away behind the relative safety of a large crate.

"You don't even have bones!" Ben taunted from his hiding spot; Jinafire interrupted whatever insult Maltruant was going to say back by suddenly diving down from the ceiling and executing a quick round house kick to the Chronosapien's head piece. A loud sound, like a large bell being rung, echoed through the storage chamber as Maltruant tried to move again, stunned.

"You stupid genius!" Skurd suddenly exclaimed.

"What was that for? I didn't even do anything yet!" Ben argued.

"Exactly, you dimwitted buffoon!" Skurd continued. "That oversized clock doesn't have any bones because he's made entirely of metal!"

"And your point is?"

Skurd sighed and said some incoherent things under his breath as he accessed the Omnitrix, much to Ben's protests, and cycled through the available aliens, coming across the one he needed and pushing down with all of his tiny might on the activation button, a bright green light washing over Ben as the Omnitrix changed his DNA. The first and most noticeable part of the transformation began when the skin suddenly melted off of Ben's skull, the bare muscle and tissue solidifying and turning into a hard, metallic sheen as Ben's head suddenly separated from his body, a forked eyebrow-like crest forming above his green eyes as the transformation continued. His shoulders pinched upwards, forming large points and then an arch as his head floated between them, held in place by some of magnetic field. His skin turned a durable, metallic black with yellow lines and spots as his fingers fused together into large pincers, his frame shooting upwards until it was about ten feet tall. His feet fused together into two large claws, a tingling sensation at the end of his pincers suddenly becoming aware to him as the Omnitrix and Skurd appeared on his chest, completing the transformation.

"Lodestar? I have haven't used this guy in forever!" the Biosovortian exclaimed happily.

"That's because you condemn yourself to use the same forms over and over again instead of thinking clearly," Skurd mumbled before mocking Ben in a high pitched voice. "Oh, look! I'm Ben Tennyson! I'll just hit everything with my giant alien fists instead of thinking things through! Big and strong is always the way to go!"

"Nice one," Lodestar growled, restraining every urge in his metallic body to squish the Slimebiote.

"Thank you, thank you! I also do-GAH!" Skurd cried as the crate they were hiding behind suddenly disintegrated into a pile of dust, spare parts clattering loudly on the floor.

"Aha! Prepare to meet your doom, Tennyson!" Maltruant cried triumphantly.

"Yeah, yeah. Been there done that." Lodestar said with a yawn, raising his pincers and focusing, the metal parts before him rising into the air as he messed around with the magnetic field and thrust his hands forward, sending the parts flying at Maltruant and striking him in the arm and chest before he aged the rest to dust.

"And now for you," the Chronosapien growled, at the end of his rope.

"Yeah. I don't think so." the Biosovortian said nonchalantly, raising his hands, pointing them at Maltruant, and sending out a large magnetic pulse. The rogue Chronosapien cried out in sudden agony as dents began to appear on his body, as if invisible hammers were pounding away at his heavy skin and slowly breaking away at his insides. A loud groaning filled the air as Maltruant and the heavy iron support beams overhead slowly began to crunch and bend in on themselves.

"Ben! Stop before you collapse the whole base down on us!" Jinafire warned as she struck Maltruant on the head again before back flipping out of range; Spectra hung up near the safety of the ceiling as Lodestar reluctantly released most of his hold on the magnetic field and instead opted to force Maltruant up into the air before throwing him to the other side of the storage room with a loud _clang!_

"Well, that takes care of that," the alien said, dusting off his claws just as a loud _crash! _came from the elevator shaft as the elevator box was crushed to bits under a heavy weight. A loud roar filled the air as Jackson leaped out from the alcove, straight at Lodestar, his maw wide open and show casing his large teeth. Thinking quickly, Lodestar resurrected a magnetic field around himself, forming a sort of dome that Jackson smacked into, sliding to the ground before he climbed to his feet and began to beat his might fists against the force field.

"Looks like someone got hit one too many times with the ugly stick," Lodestar joked nervously as Jackson seemed t5o angrier and his blows became more heavy. Eventually he would break through the force field and attack Lodestar, and he wouldn't be able to do anything against the muscled mass of raw fury and muscle. Just when it seemed the Biosovortian was doomed, a wave of fire came up behind Jackson, washing over him and drawing his attention back to Jinafire and Spectra; the flames couldn't do a thing against Jackson's tough skin, but it certainly distracted him long enough for Lodestar to drop the magnetic field and command a stray metal pipe to whack him upside the head. The pipe came in for another blow, but was caught in Jackson's mighty hand. The mutant easily twisted and tied the pipe into a knot before chucking it back at Lodestar and knocking his head out from between his shoulders, embedding it into the wall behind him!

"I've heard of losing your head, but this is ridiculous!" he cracked nervously. "Now I know how Bloodgood feels. Hey, I'm over here!" he called to his body as it stumbled about mindlessly, somehow searching for his head; perhaps it functioned on a bundle of nerves that were evolved enough to act as a second brain in a pinch, but it certainly wasn't smart enough to find its head.

"Why even bother, dear boy? You're the part that has the ears!" Skurd called back, gripping the Omnitrix tightly as Lodestar's body tripped over a pile of rubble.

Spectra, meanwhile, had drawn out her katana blades and trying with every fiber of her being to land a single blow on Jackson, but the twisted mutant was simply too fast, blocking every attempt she made. Nothing she through at him could turn the tide against the raw rage and power that surged through his body. With a loud scream, she dived down from the air and swiped her swords in a completely unorthodox style, desperate to land a single blow on him as he dodged and ducked under every attack before delivering a swift upper cut to her jaw; had she had bones, they would have been broken as she soared through the air and crash landed into a stack of crates, phasing right through them and out the other side where she stayed down for the moment being.

"Hit him already! Hey, I'm over here! No, over _here_!" Lodestar called out to Jinafire, yelling instructions to his body despite the fact it didn't seem able to hear him.

Jinafire sighed and closed her eyes, sucking in a deep breath and calming her nerves. She pushed out all distracting thoughts and suppressed her emotions and feelings; she silenced her frayed nerves, her slight fear of Jackson as he stared her down, the feeling her heart got whenever she saw Ben fight. She pushed all of these down inside and finally opened her passionless eyes to stare at Jackson, meeting his furious glare with a blank expression. Without a word, she bent her legs and arched her back a little, drawing a fist behind her head and thrusting her hand forward and making the 'come at me' signal with her hand and the tiniest of smirks on her face.

With a loud bellow, Jackson drummed his chest and rushed forward, his footsteps thundering against the concrete as Jinafire remained still, not even twitching a muscle as Jackson got closer and closer. Finally, when it seemed she would be flattened like a pancake, she swiftly moved to the side just as Jackson ran past and leaped into the air, doing a quick somersault before landing on his back, driving her heel into a pressure point between his shoulder blades; Jackson howled and threw her off of him, moving more slowly than before as his breaths became quick and ragged. He whirled around and pawed the floor like a bull, snorting through his nostrils as Jinafire taunted him once more.

Like clockwork, Jackson surged forward, desperate to flatten the young dragon that annoyed him so. And again, she moved out of the side and onto his back, striking more pressure points as he came for a third round. Jinafire sucked in a deep breath and calmed her jittery nerves as Jackson charged again, being smart enough not to fall for the same move twice; Jinafire knew this. As the twisted monster barreled down at her, she quickly dropped to the floor and slid underneath Jackson's bulk, striking him in the belly, chest, collarbone, and neck before popping back up and remaining perfectly still as Jackson slowed to a halt behind her and then dropped to the ground, unconscious.

"Okay, that is the coolest thing I have ever seen!" Lodestar cheered as his body finally found his head and moved it back between his arched shoulder blades.

"Yes. Yes it was." Jinafire said with a smile.

"Enjoy your victory while you can, Tennyson!" a thick voice with a heavy German accent roared. The Biosovortian and dragon whirled around to a triumphant, and slightly damaged, Maltruant standing between the shelves of unused items, holding a small box in his metal fingers and grinning like a mad man. "For I have the Anilihaarg within my grasp! Your doom is assured!" he cackled madly as a blood red portal opened up behind him and stepped inside without another thought, quickly closing it before Lodestar and Jinafire could race after him. The silence that followed was tense.

"We are so screwed." Lodestar gulped as the Omnitrix timed out and reverted him back to his human form. The sound of screaming metal met their ears and they turned to see Twyla and Manny dropping down the elevator shaft, relaxing slightly when they saw Jackson's unconscious form.

"What'd we miss?" Twyla asked.

**And there we go! Another chapter, another new alien! Once more, I did not come up with the idea for Razredge _kjmarch _on Deviantart. You should really check out his work sometime. Guess which aliens will be added into the story!**

**As always, comment, review, suggest, and request below and I shall try to meet all of your demands before this story is over!**

**Hasta Luego!**


	28. It's Where My Demons Hide

**And I'm back with another chapter. Honestly, you should have come to expect this by now :)**

**Anyways, I am pleased to announce the results of the poll set up on my profile. This poll answered the age old question: Who is stronger, Toepick or Phobos?**

**And the result: Phobos wins 6:3!**

**Thank you to everyone who voted, and I believe I managed to fix the other poll, the one concerning the lemons of the story. While I appreciate the few answers I've received in the reviews, I would prefer if you would go to the poll once I've set it up (which is after this chapter is over). I honestly did not know I could only have one poll available on my profile, so sorry for the inconvenience!**

**As for a review made by a guest named _Fossil Fighter_, I will be using more of _kjmarch's _aliens. While I can promise you Brains and Brawn will appear in the story, Darkflame will not. But do not be discouraged! I like the alien so much that I might consider making his debut in the sequel. So stick around!**

**As always, comment, review, suggest, and request down below and I shall try and please my public!**

**Onwards!**

To say Twyla was displeased was putting it lightly. Syaing Twyla was merely annoyed was sugar coating it with the sweetest candy available drown in maple syrup and slathered in chocolate sauce. One would need a whole new word for how Twyla was feel, as the words 'enraged' 'furious' and 'pissed off' did not even begin to describe it.

When she had been informed of what happened, all hell had broken loose. Even Manny had made a quick getaway after grabbing Jackson's unconscious body and scaling up the elevator cable as the Rebellion leader threw everything she had at Jinafire, Spectra, and Ben. She yelled at them, calling them not only the most hopeless recruits she had seen in a while, but several things that would have made the toughest people in the world break down and start crying. Twyla spat out every swear word Ben had ever heard of, and many he didn't even know existed, a few alien curse words coming out between the spouts of foul language.

"How could you let someone as insane as Maltruant get away with _the most powerful bomb in existence!?_" Twyla screeched like a harpy. She had definitely come a long way from the shy girl Ben had known that often only viewed the world from the safety of the shadows. She gone from that shy girl to a young woman who was fearless, brave, and with a very bad attitude and temper. And not only that, but she was burdened with a darkness lurking inside her that could go off at any moment. And Ben was pretty sure it was coming out now.

He flinched and watched with wide and fearful eyes as Twyla suddenly cried out in pure agony and fell to the floor, barely holding herself up on shaking arms and knees as her body began to convulse violently. The sickening sound of bones crunching and grinding against each other filled the air as her back suddenly began to bulge and bubble, as if something inside her were trying to break lose and come out into the world. Without warning, eight massive and pitch black tentacles ripped out of her pale skin, Ben watching with sick fascination, the tendrils thrashing and withering madly as dark red, almost black blood began to ooze out from the exposed muscle and tissue; Ben felt like he was going to vomit, and even Jinafire was beginning to show signs of pure disgust. Only Spectra watched with a blank expression.

The horrific transformation continued as Twyla suddenly began to vomit up blood, the precious liquid a sickening dark color as it dripped out over her teeth; they too began to change, becoming long and sharper, sticking out at odd angles as a second row split out from her gums and added to the bloodbath. Her pale skin was becoming even whiter than before as her she suddenly gasped and froze like a statue, even if the tentacles coming out of her back continued to move about. Her body shuddered once, twice before finally collapsing all the way to the ground, jolting and jerking as she continued to change. Her misty gray eyes suddenly split into a second pair the color of blood as dagger-like claws ripped out of her hands, even more blood dripping onto the floor as spikes popped painfully out of her arms and legs. Her feet split through her leather boots, turning into talons as her metallic leg whined and groaned before suddenly exploding, the iron limb falling away into the darkness as a fresh, new leg formed where it had been before.

"You insolent . . . . pathetic . . . worthless . . . . brat!" Twyla growled between ragged, almost pained breaths in a deep, demonic voice that just barely sounded like her own. She suddenly whipped her head around to glare at the three teens. Or to be more specific, directly at Ben. She looked at him absolute hatred in her three blood red eyes; the fourth was still covered by her eye patch. She suddenly lunged at him and he quickly reached for the Omnitrix, hoping to get something that could take more than a hit.

He never got to it.

Twyla beat his reaction time without even trying, pinning him to the floor with razor sharp talons that stabbed painfully into the floor, mere inches from his delicate skin. She growled and edged her head closer to him as Jinafire and Spectra did everything in their power to try and stop her, but to no avail; Twyla simple attacked them with her tentalces and sent them flying across the storage room without attempt.

"Twyla . . . please, just calm down." Ben begged in a frightened voice. For the first time since he had fought off against Zs'Sakyr when he was 10 years old, he was afraid. The universe's greatest hero, Ben Tennyson, was afraid.

"I am not Twyla," the hideous monster hissed demonically. "Twyla is gone forever. I am now in control. I am the Thing!" it howled, yanking its hand out of the floor and throwing Ben into the wall ahead of it with a swipe of the other. Ben hit the wall hard and he fell to the floor, his back racked with pain as he attempted to stand up. The Thing would not have any of it and lashed out with its tentacles, whipping them hard against his back and tearing his shirt into shreds. The tips of the tentacles suddenly sprouted barbs and they lashed out once more, streaks of red forming on Ben's back as the Thing continued to attack with Twyla's body. It lunged forward and raked its claws across his back before thrusting its hand forward and picking him up by the throat, tightening its grip and sinking its claws into his neck as it regarded him and spoke once more.

"She never loved you," the Thing hissed. "She despised you with everything she had and was just waiting for the day you would finally die."

"You're . . . . lying!" Ben choked out.

"Maybe I am. Maybe I am not. I know her better than anyone else," the Thing continued, grinning a frightening smile at him. "But it will not matter. I will grant you a final request, to kill you where you hang helpless in my hand and end your pathetic and pained existence."

"Not if I have anything to say about it!" Skurd exclaimed. While the Thing and Ben had been engaged in combat (one could argue it was more of a senseless beating than an actual fight), Skurd had expertly activated the Omnitrix and cycled through the available transformations before selecting a suitable one. And with all attention now on him, the self absorbed Slimebiote pushed down on the activation button and watched proudly as the Omnitrix did its work. Ben felt the skin around his skull slowly vanish, as if some flesh eating parasite were eating away at it. His skull slowly turned upside down as the bones ground and shifted with a sickening sound. The teeth became sharper as new, thicker skin covered his face and his eyes molded into one. His fingers turned into dagger-like claws that felt like they could slice through someone's soul. His legs wrapped around each other into a sort of ghostly tail as thick, green chains formed around his neck and wrists. The Omnitrix appeared on his chest, the chains all meeting together at the same spot as a dozen writhing tentacles suddenly spilled forth from Ben's insides. The transformation was complete.

"Move it, dear boy! Move it!" Skurd cried. Without a word, Ghostfreak phased through the Thing's grip and swooped forward with a frightening hiss, entering its body with his claws outstretched and ready to attack. He found himself in a black void, completely empty of anything recognizable; there didn't even seem to be a floor or ceiling of any kind of definition until he looked behind him. From some unseen point high above him, a single spotlight beamed down from the darkness and shone down on a frail figure that lay motionless in its warm glow. Ghostfreak flew towards the body and found it to be Twyla. The real Twyla.

He reached out carefully with a trembling hand when he heard a noise behind, like the sound of a teacher clucking their tongue and wagging their finger back and forth at a misbehaving child.

"I wouldn't do that if I were you." the Thing cackled. Ghostfreak whirled around to look at it and nearly doubled over when he found it was an exact, albeit more healthy looking, duplicate of Twyla, right down to the eye patch. The only difference was its red eye as it slowly paced towards, wagging its hips in a seductive manner as it began to walk an aimless circle around the Ectonurite.

"Oh, Benjamin. If you only understood what you were dealing with." it said with mock pity.

"I think I'm dealing with my girlfriend's crazy alternate ego!" Ghostfreak shot back.

"But how do you know I'm the other personality? For all you know, the Twyla you knew and loved was nothing more than mask, a costume to wear when she needed to get something she wanted." the Thing went on, its pale lips curling up into a twisted smile.

"Lies!" Ghostfreak spat, narrowing his single eye.

"How do you know I'm lying? I share the same body with Twyla. I know her better than anyone she could ever come across," the Thing continued, its sick smile getting bigger and bigger. "Because I _am _her. The Twyla you know never existed." the Thing spat, smirking when she saw doubt in the Ectonurite's eye.

"Don't believe anything she says, dear boy! Destroy that monstrosity once and for all!" Skurd commanded, oozing his gooey body over Ghostfreak's back and molding them into a pair of Transylian conductors that danced and crackled with green electricity. With a raspy scream, Ghostfreak swooped at the Thing, his claws glowing with green stir as he swiped them across the Thing's body, drawing pure black lines across it. No clothing was lost or torn; it was as if they were attached directly to its body. This suited Ghostfreak just fine as he relentlessly attacked the Thing, snapping out his tentacles grabbing it in them and throwing it to the ground before zapping it with a massive amount of energy.

"Is that the best you can do?" the Thing wheezed; it knew it would not win against Ghostfreak right now and not ever. But if it could plant that seed of doubt, and make it grow into a mighty tree, then its death would been well excepted.

"You've done nothing!" the Thing gurgled, black blood starting to pour from its mouth. "Even without me controlling her, she never loved you to begin with! She never loved you!" she cackled, spitting up black blood again. Ghostfreak screeched a demonic howl and thrust her razor sharp talons into the Thing's throat, black blood pumping heavily out of its body and pooling around its body as it slowly died away, its body slowly starting to fade away as Ghostfreak breathed heavily, his claws soaked with black blood. Without a word he soared upwards into the black oblivion above him, leaving the corpse of the Thing and Twyla behind him. He quickly re-entered the world the world of the living and looked down to see the Thing's slowly and very painfully return back into Twyla's body; the tentacles slithered into her back, leaving the torn flesh and tissue, her blood now a deep pool beneath her. Her talons on both her feet and hands groaned and cracked against bone before starting to shrink, returning to normal nails stained red. Her newly repaired leg was sucked back up into her body with the sickening sound of wet flesh slapping together, leaving nothing but a bloody stump. Her skull cracked and ground together as her teeth retreated inwards, her eyes returning to a single pair of hollow, dead eyes that closed shut upon return. The spikes that dotted her body were slowly sucked back into her body, leaving Twyla covered in nothing more than the rags of her old uniform as she lay unmoving, but definitely alive, on the floor.

"What happened to her?" Spectra asked after a few minutes of fearful silence.

"It finally happened," was all Ghostfreak would whisper before turning towards the ceiling and flying straight at without stopping, phasing through it and leaving without another word.

"What just happened?" Spectra asked Jinafire as she reluctantly and carefully picked up Twyla's bloody body in arms and moved moved towards the elevator shaft, the dragon walking a few feet behind her and being careful to avoid the puddles of blood that collected on the floor; the lights in the storage room flickered back on to maximum power, illuminating a scene of pure destruction and gore as the power came back on.

"The cat will not come when you call it. Rather, it will come when it is ready." Jinafire said cryptically with sadness in her deep, golden colored eyes. Without another word, Jinafire wrapped her hands around the elevator cable and began to haul her weight back up, Spectra staring up at her before floating upwards, holding Twyla tightly.

"Since when did every start to talk in riddles?" she wondered to herself.

* * *

Word spread fast about what had happened.

Twyla had lost control over her inner monster and had paid the price for it, nearly slaughtering Ben in the process; had it not been for the quick thinking of Skurd, he would have surely been killed. And as much as the Slimebiote enjoyed the recognition he so dearly craved, even he was kind enough to allow Ben to have some alone time. For once in the Slimebiote's life, he willingly left his host because he was trying to be nice. Nice as he was, Ghoulia was having a heck of time putting up with him as he had decided to reside on her shoulder while she did work on Twyla. And he was not exactly quiet when she worked.

The poor Boogey girl had suffered from extreme blood loss; it was a wonder she was still alive in the first place. And for this reason, Ghoulia had opted to work in as little light as possible. It seemed that the longer Twyla remained in the shadows, shrouded in the safety of the darkness, her body would heal faster. It made since that her domain would heal her and care for her and at least stabilize her. Did not mean however, there were not consquences; Ghoulia had no choice but to amputate Twyla's left hand and replace it with a metallic and carbon fiber duplicate. The Rebellion leader would not be happy when she came to.

As for Ben, he had seemed to simply disappear. No one could find him, and everyone in the base tried. Jane couldn't find him in any of the air ducts, Clawdeen couldn't pick up his scent, Toralei's sensors didn't detect his body signature, simply no one could find him; it was as if he had simply disappeared from existence.

So it was quite by accident when Frankie of all monsters, somehow managed to find him out of the base of all places, sitting quietly on one of the watch towers with a rusted space heater sitting next to him and keeping him warm. Frankie bit her lip and slowly, quietly, pushed the trap door that led up to the watch tower open, holding her breath and hoping Ben wouldn't hear the low whine of the hinges over the loud hum of the space heater. It seemed he didn't and she simply stood there, ignoring the freezing feeling in her legs as she starred at him, noticing that he was holding something in his hands. She soon recognized it as a guitar of some kind when Ben strummed a few strings. And what followed was one of the most beautiful and most sad songs Frankie had ever heard.

"_You feel like a candle in a hurricane. Just like a picture with a broken frame."_

_"Alone and helpless, like you've lost your fight. But you'll be alright, you'll be alright."_

"'Cause when push comes to shove, you taste what you're made of."

_"You might bend, 'til you break, 'cause it's all you can take."_

_"On your knees you look up, decide you've had enough."_

"_You get mad, you get strong, wipe your hands, shake it off. Then you stand,"_

Frankie gulped nervously upon hearing the words to the song. Was Ben seriously thinking of giving up on everything he had ever done? Of giving up on the Rebellion? Of giving up on the ghouls? Of giving up on her? She shook her head and continued to listen to the song, her lips silently mouthing the words as she learned them.

"Life's like a novel with the end ripped out. The edge of a canyon with only one way down."

_Take what you're given before it's gone and start holding on, keep holding on!"_

_"'Cause when push comes to shove, you taste what you're made of."_

_"You might bend, 'til you break, 'cause it's all you can take."_

_"On your knees you look up, decide you've had enough."_

"_You get mad, you get strong, wipe your hands, shake it off. Then you stand,"_

"Every time you get up and get back in the race, one more small piece of you starts to fall into place!"

"_'Cause when push comes to shove, you taste what you're made of."_

_"You might bend, 'til you break, 'cause it's all you can take."_

_"On your knees you look up, decide you've had enough."_

"_You get mad, you get strong, wipe your hands, shake it off. Then you stand." _Ben sang, the last few chords of the song echoing in the guitar before he gave a heavy sigh and set the instrument down beside him, not moving his posture as he continued to stare blankly out at the world before him.

"Whoever you are, go away." said Ben quietly.

Frankie paused; how had he heard her? It didn't matter anyway. Not one to abandon a friend in their time of need, she ignored his request and pushed the trap door all the way open, cringing as it banged loudly on the floor behind her. She quickly climbed into the tower and closed the door shut behind her, keeping out the freezing cold as she slowly approached Ben, reaching with a slightly shaky hand.

"I said, go away." Ben repeated more quietly than before. Frankie ignored him and sat down beside him, putting her hand on his shoulder. Ben sighed and turned his head to look at her with the saddest eyes Frankie had ever seen. The deep green pools that sat on handsome face were filled to the brim with sadness, betrayal, loss of hope, and complete and utter despair. It was the look of someone who had given on just about everything but the will to live. And even then, it seemed like he was actually thinking of giving up on that too.

"Ben, I . . ." Frankie started before trailing off, not being able to meet his gaze.

"I don't want your pity." Ben mumbled, turning away from her but not exactly telling her to leave. He flinched slightly when Frankie absentmindedly laid her delicate hand on his own, her palm dwarfed by his as they sat in silence.

"I'm not here to give you any pity," Frankie said after a while of just starring at the frozen wasteland before them. "That was a beautiful song. I didn't know you played guitar."

"I used to play a little back home," Ben said quietly. "I only ever learned a few songs before I gave up on it. And it's all thanks to this thing." he sighed, holding up the wrist with the Omnitrix on it. Frankie winced upon hearing the words; if she couldn't get him to change his attitude, things could go from bad to worse.

"Where'd you get the guitar?" Frankie asked.

"Rivet made it for me. Clever little devil's been tinkering away with the spare parts in Ghoulia's lab." Ben said with the faintest of smiles. The longest of pauses followed before any of them spoke.

"What exactly . . . . happened . . . . between you and Twyla?" Frankie asked quietly. She noticed Ben visibly flinched upon hearing the subject. Was it really that bad?

"She said she didn't love me. She said she hated my guts and never loved me to begin with," Ben finally said, a tear suddenly leaking from his eye, running down his face and dripping onto the floor. Frankie blinked, not expecting it. To her, Ben was the unbreakable, indestructible rock that everyone could cling onto in the worst of storms. He was the unbeatable hero that stood tall and brave, ready to face anything that threatened the world without fear. And now, to see the universe's greatest hero actually crying, Frankie didn't know what to do.

"That wasn't Twyla talking, and you know that," Frankie comforted him. "It was the Thing talking. It wanted to see you crumble, to break apart."

"How would you know? You've never had your heart crushed and stomped on so many times that it almost made you think you'd never be happy." Ben said bitterly.

"Actually . . . . I have," Frankie sadly admitted. "Jackson and I used to date before he found out about Holt; after that, we put our relationship on pause so they could work things out, but I've given up on waiting,," she sighed. "I used to think I liked Andy Beast, but things never got off the ground. And Neigthan and I never got passed being friends."

"Sounds like you have just as bad of luck as I do." Ben mumbled without looking at her.

"Not exactly," Frankie smiled, Ben giving her a confused look. "I still found _one _guy who still likes me."

"Who? Am I gonna have to beat them to a gooey pulp?"

Frankie giggled and rolled her eyes. "No, silly. It's _you._"

Ben blinked and tried to process what he had just heard. Frankie still liked him? After all he had put her through? After double crossing her at the dance, getting her kidnapped by Zs'Skayr, and blasted fifty years into the future? After all that she still liked him?

"Quit with the jokes, Frankie." Ben pouted.

Frankie frowned; that was not what she was expecting to hear. "I'm not joking, Ben."

"Really? What kind of ghoul would still like a guy after he lied to her since the day they met, got her kidnapped by an alien ghost, _and _sent her on a time travel mess to the future?" Ben asked.

"Me, of course," Frankie replied. "Ben, since the first day I met you, I knew there was something special about you. I couldn't quite put my finger on it at the time, and I still can't, but what I do know is that my life has never been better since you got here. Even with all the twists and turns, I've never enjoyed life more than when you first came here. And while most monsters may not admit it just yet, they can't picture a day without you kicking their butts in gym class or saving them an hour later," said Frankie, scooting closer to Ben. "And neither can I."

"You're lying." Ben mumbled under his breath, though there was the slightest of smiles on his face; it made Frankie happy to see she had made progress. All she had to do was give him one more push. And she knew exactly how to do it.

"If I'm lying, would I do this?" Frankie asked slyly, leaning over and planting a sweet kiss on Ben's unsuspecting cheek, leaving a ruby red lip mark on the pale skin. Her mint green cheeks flushed a light shade of pink as Ben turned red and finally turned to look at her. Even after all this, all that he had put her through, she still loved him. And for that, he finally had a reason to fight once more.

"Thanks," Ben smiled. "But I feel like I should return the favor." he added, leaning in and softly pressing his lips to her own with tender care. Frankie mentally smiled as Ben cupped her face in his faces, deepening it slightly as he careful rimmed her lips with the tip of his tongue while she wrapped her arms tightly around his neck to further her affection for him. She shivered slightly she felt his strong hands slide around her petite waist and pull her closer to his lean, muscle frame; contrary to what most thought, Ben was quite fit for someone that heavily relied on a device that changed his genetic code. He wasn't as buff and strong as Manny, nor was he as weak and stringy as Jackson, but he was some sort of equal middleman that gave him an uncanny, almost perfect physic that made Frankie scratch her head for a moment and wonder whether or not ht boy she loved had been sculpted by a god (not Hades, of course. He still held a grudge). And even though he was no where as fluid as Jinafire when it came to fighting, he wasn't as crude as Manny was whenever he was throwing punches, often adapting martial arts styles for his own use and whatever alien he currently for his own personal use that made him a worthy adversary.

All in all, Frankie was proud to say she was dating what could have been called the perfect boyfriend in the physical sense; his personality had some ways to go, but that was where she and the other ghouls stepped in, always ready knock him down a few pegs if he got too full of himself.

Frankie felt herself nearly go limp as they broke the kiss for a few seconds to obey the necessary need for air, a moment in which Ben took to softly caress her mint green skin with love and affection, rubbing his firm fingers up and down her back and easing the tension in her tightened muscles. The young cadaver slid her hands under Ben's shirt in response to get a feel for his strong muscles while he softly kissed her on the forehead and gently peppered her neck before taking her lips in his once more; the two of them were so immersed in each other that they lost all sense of balance and promptly fell over lying next to each other, a pink tinge to Frankie's face and crimson shade to Ben's features as they finally separated and embraced each other lovingly.

Ben smiled. "I love you."

"I love you, too." Frankie smiled.

"AHA!" a deep voice yelled. The happy couple whirled around to see Mr. Stein standing in the trap door, jabbing a large finger at them with pure anger on his face. "I knew you were up to something, Tennyson!"

"Dad, it's not what it looks like!" Frankie pleaded, but her father ignored her as he shoved his massive bulk through the trap door and marched over to them, his heavy feet clapping loudly on the floor.

"You are coming with me, young lady, and you are forbidden from ever seeing this scoundrel ever again!" he yelled, grabbing her arm and pulling her towards the trap door. Frankie pulled and struggled against her father's strong grip, but it was almost useless. To make matter worse, she could feel the stitching on her arm starting to tear, threatening to come lose and send her father for a nasty fall.

Now seriously annoyed, Ben turned to the Omnitrix and slapped the activation button, letting the green light wash over him and change his DNA. He felt himself grow slightly shorter than before as his bones groaned and cracked, lengthening and becoming thinner as Ben's skin became lose like a paper bag that hung over his skeleton. After a few brief nanoseconds, the skin tightened and formed over the limited muscles that had grown over the bones, the skin know smooth and pebbled. His skin turned a pale shade of red as his fingers grew longer and his nails grew duller, his chin became a small cleft square spirals and swirls appeared on his skin. The skin then covered his eyes, blinding him and making them disappear all together as his organs sloshed and changed inside of him. The most noticeable part of the transformation however, was Ben's head. It began to grow upward, becoming slightly box-like in appearance as his brain began to expand and grow, filling every available space in the skull's brain case. A black jumpsuit with green, downward pointing stripes appeared on his body, the Omnitrix appearing on his chest and completing the transformation. And unlike his other forms, Ben knew exactly how to use this one without any experience.

"Mindmesser!" the Protinaphibian announced with a classy sounding voice. Mr. Stein paused and turned to stare at the alien as he somehow managed to hover a few feet above the ground, his eyeless face twisted into a frown. "I will ask you once, and only once, good sir, to let go of my dearest Frankie." he demanded.

Mr. Stein spat as Frankie glanced wildly between the two. "Why should I listen to you, Tennyson? Ever since you came here, you've been nothing but trouble!"

"I did not wish for to come to this, dear chap, but you leave with no other option," the Protinaphibian frowned as he raised his left hand with the fingers spread wide. "Close your eyes, would you, my love?" he asked Frankie politely. Frankie did as she was told as Mindmesser turned his attention back to Mr. Stein, his hand glowing an ominous red as he reached out with his mind. In a way, similar to Wildmutt, he could see the world without any eyes at all; unlike the Vulpimancer however, he simply pictured the world before him as his brain sent out electromagnetic pulses that let him see the world around him. He reached out with his mind towards his surroundings and found two other minds close to his; one was Frankie, as given by the nervous and happy pulses that swept across her brain, and the other was her father, made obvious by the anger that raged in his rather small hypothalamus.

"These are not the droids you are looking for." Mindmesser said clearly.

"These are not the droids I am looking for." Mr. Stein repeated with a slightly forced voice; the Protinaphbian could sense his intelligent mind struggling against his control and could see the glazed expression in his eyes; it would take a little longer in order for him to fully submit.

"You will let go of Frankie." Mindmesser announced.

"I will let go of Frankie." Mr. Stein droned as he let go of his grip on Frankie, who blindly scooted back over to Mindmesser.

"You will return to wherever you came from and forget this ever happened." Mindmesser grinned; his subject was now putty in his hands.

"I will return to my lab and forget this ever happened."

"And you fully approve of my relationship with Frankie." Mindmesser added as he sensed Frankie's rather large hypothalamus radiate waves of happiness.

"I fully approve of your relationship with Frankie."

Mindmesser was about to let go of his control on Mr. Stein and send him back to his lab when a mischievous idea crossed his large mind. "And you shall behave like a _Gallus gallus domesticus _when you hear the name 'Zs'Skayr'." Mindmesser finished, Frankie's stifled laughter coming from below him.

"I will cluck like a chicken whenever I hear 'Zs'Skayr'." Mr. Stein droned.

"Now leave my presence!" Mindmesser demanded with an air of royalty and a wave of his hand. Mr. Stein nodded and turned to climb down the ladder, closing the trap door behind him as his footsteps clanked heavily on the metal ladder; the Omnitrix timed out seconds after he left, Ben falling to the floor and landing rather painfully on his butt.

"Ow!" he groaned, rubbing his sore backside.

"I can't believe you hypnotized my dad," Frankie smiled, wrapping her arms around him and leaning her head against his chest. "I didn't know you had it in you."

Ben grinned. "Babe, I'm always up for a prank. Lets see how he explains himself whenever he hears Zs'Skayr's name."

Down below, a loud "_BWAK! BWAK! BWAK!_" broke the silence.

* * *

Lagoona sucked in a deep breath, exhaling as the intoxicating smell of chlorine and heat met her nose. It was rather strange having a second chance at life, and the other members of the rebellion kept giving her and the previously fallen odd looks, but she was determined to make her second chance worth it. With a slight bounce in her step, she walked towards the pool, which had finally reopened after Heath's little "incident", and threw her towel on the edge. She ran her fingers through her blue and blonde locks before closing her eyes and clapping her hands together. She bent her knees a little bit, just to get ready, before diving into the pool, the slightly warm water feeling good against her skin.

She opened her eyes and saw the rough edges of the pool around her on all sides as she kicked her legs and swam about, glad to be in the water again. True, she did have the capability to walk around on land, but the water was her true element; she was unmatched in her domain as she dove to the bottom of the pool and began to walk along the bottom, her movements more fluid and quicker than others if they tried to do the same thing. The pool itself was pretty standard and boring compared to the one that was back at Monster High before it was destroyed, and Lagoona had been meaning to talk to Twyla about this. But with the current condition of her leader, she was in position to try and suggest something.

Pushing the thought aside, she resumed swimming, taking a few laps around the pool and urging her poorly used muscles to go faster and faster. It was only on her fourth lap around the pool did she notice something beneath her, floating near the very bottom of the pool. She kicked her legs and pushed the water back with her webbed hands, diving deeper towards the bottom of the pool for a closer inspection of the mysterious object. It was white and round, but flat like a disk. On the front, it had black and red markings that made it similar to a kabuki mask, but not quite. Curious, she swam up behind it and was surprised to find it was moving through the water by itself, somehow pushing against the water and moving at a brisk pace. Her curiosity peaked, Lagoona kicked her legs again and reached out with her hands, grabbing the disk in her fingers.

She was quite surprised when the disk jerked out of her grasp and turned around to face her.

"Whoa, dude! I'd like ta keep my face, thank you!" the mask said in a voice similar to that of a surfer's. Lagoona yelped, a trail of bubbles escaping her lips as she quickly made her way back up to the surface, gasping for breath as her head broke the liquid barrier between the two worlds. Moments later, the water to her right began to suddenly bulge down and up, as if unable to make up its mind, before the mask appeared again attached to a rather long and thick neck that transition smoothly into the water of the pool.

"Ben? Is that you?" Lagoona asked, bewildered.

"Totally! Overflow is awesome to the max!" the Aguadite answered, forming a tentacle of water and making the 'hang loose' sigh with two newly formed fingers.

Lagoona smiled and climbed out of the pool, sitting on the edge with her toes in the water as Overflow followed suit and splashed up and over the side, twisting and turning a bit before forming what seemed to be a sitting position just as the Omnitrix timed out and changed him back into Ben wearing a pair of black and green swim trunks; Lagoona turned pink and turned her head to hide it as Ben leaned back on his hands.

"So, uh, what brings you down here?" Ben asked after a few awkward moments of silence.

"Swimming. Trying to get used to being alive again," Lagoona replied. "You?"

"Just relaxing. Don't really have a lot to do." Ben answered. Another awkward pause followed before any of them even spoke.

"Do you, uh, wanna spare?" Ben asked.

Lagoona nodded her head climbed to her feet, grabbing her towel and throwing it around her neck as she walked to the locker rooms to change, unknowingly putting a little swagger in her step and showing off her ass to Ben as he followed her, going to the boys locker room as she went to the ghouls.

"You ready?" Ben asked, his hand hovering over the Omnitrix.

"Whenever you are, mate." Lagoona grinned wickedly.

After a short quarter of an hour, the two had met up in the gym for a friendly sparing match, since there seemed to an unusual absence of anything to do within the base. Lagoona, now redressed in her leather outfit and wielding a black trident in her hands in exchange for her Orishan gauntlets, circled Ben warily, unsure of how to attack him when she didn't know what alien he would turn into.

Ben himself, also circled Lagoona rather nervously. While he had a slight edge in battle, with her just getting used to having a body once more, he knew that she was deadly with the pointed weapon in her hands. Hoping for something good, he slapped the waiting activation button and felt the changes begin as the Omnitrix worked its magic. The first change was incredibly major; Ben could feel himself being literally cut into strips through some unseen force, as if being cut by a giant pair of invisible scissors. He could feel his bones and organs disappear altogether, and for a brief moment Ben wondered if he was going to die within seconds. Except he didn't. He could feel each strip of body vibrate with health, as if each were alive in its own way. Like magic, they twisted themselves make together into a crude, muscled figure with exaggerated fingers and toes made of thin strips. He could feel his face harden and become flat, turning pointed and green and black in color. The face plate sat itself on top of the bandaged shoulders as a green and black headdress appeared on his head, a wide collar appearing on his neck as two tendrils sprouted from his back. Black and green braces appeared on his arms and ankles, a green belt with the Omnitrix on it appeared around his thin waist, finishing the transformation.

"Take this!" Snare-oh cried, stretching out his fingers to an unimaginable length, all aimed at Lagoona. The sea monster grinned and ducked and twisted her body to avoid the bandages before slashing through them with her trident. The fingers retreated back to Snare-oh before he charged forward, his fists growing larger as he got closer.

Once again, Lagoona was too quick for him and dodged every swipe as she stepped backwards before suddenly doing a quick hand stand and smacking her feet across the Thep Khufan's face. While he was stunned, she sliced her trident through his left arm, severing the limb as she danced out of range.

"That could have hurt you know." Snare-oh frowned as he reformed the limb.

"But it didn't, now did it?" Lagoona smiled.

Snare-oh frowned again and sent his bandages at her a second time, swiping high and low and managing to catch Lagoona's legs and trip her. The Thep Khufan then proceeded to tie up her legs like a spider's meal before stepping in closer to finish her off.

Big mistake.

With a sudden yell, Lagoona swiped her trident across his chest, effectively slicing Snare-oh in two before she cut through her bonds with the weapon; Snare-oh quickly began to rebuild himself, ducking a thrust of the trident. He quickly pointed a hand upwards and stretched his arm all the way up to the rafters of the ceiling, pulling him out of harm's way as Lagoona charged, waving the trident madly.

"Time for a change of face." Snare-oh quipped, slapping the Omnitrix on his belt with a bandaged hand. He felt new alien DNA being injected into his bloodstream as he was briefly returned to his human form; the changes soon began after that. Thick, shaggy fur started to sprout all over his body as he gradually grew taller. His jaw jutted out into an ape like fashion. His lower teeth grew larger, curving up over his lip. Muscles piled on top of each other as his arms and legs swelled. Small bumps on his wrists formed, growing harder and more metallic like. His fingers grew thicker and less delicate looking, better designed for smashing things together and ripping things apart. His feet changed drastically as his big toe moved away from his others until it was at a 45 degree angle. The final change was when a metallic three horned prong suddenly appeared right above his eyes, giving him an angered look, even when he wasn't. The Omnitrix appeared on a thick, green belt around his waist, completing the transformation.

"Shocksquatch? All right, eh!" the Gimlinopithecus said happily. With a grunt, he jumped down from the rafters and slammed his fist into the floor, sending out a shock wave that not only knocked Lagoona off her feet, but unfortunately managed to send a jolt of electricity coursing through her body, making her blonde and blue locks stand on end as she thrashed about on the floor, the metallic trident in her hand only amplifying the magnitude of the shock.

"Aw, crud, eh!" Shocksquatch panicked as he cut the electric flow and rushed over to Lagoona, prying the trident out of her fingers and effectively stopping the attack in its tracks.

"You okay?" he asked, catching Lagoona as she lost her balance and nearly fell to the floor.

"I'm fine," she coughed, her light blue skin now an ugly gray and her hair now scorched as her fingers twitched in voluntarily. "I've been shocked before, so no biggie."

"We should still get you looked at, eh." Shocksquatch grunted as he picked her up in his hands and walked out of the gym and down the hallway towards the med bay. It seemed he visited that place a lot, as of late, whether because he was seeing a loved one get better, or carrying someone else to get treated; Lagoona didn't argue and simply relaxed into the large ape's fur, marveling at how something so scratchy and uncomfortable looking could be so warm and cozy. Within moments, she had drifted off to sleep, letting her body heal itself as Shocksquatch made his way into the med bay and set Lagoona down on one of the beds.

"Eeeeeeeeehhhhhhhhh!" Ghoulia gripped, pinching her brow as she skittered over to Shocksquatch.

"I know, I know, eh," he grumbled. "In my defense, she packs a wallop."

"Aiiiieeeee-yaahhhh! Aaaahhh." Ghoulia added, pointing her hand out towards Shocksquatch and watching with satisfaction when Skurd oozed across her arm and back onto the Omnitrix, the sharp hourglass symbol reappearing on his head as he reattached himself to the device.

"I know, eh. Sometimes I wonder how I can stand being around him too." Shocksquatch chuckled.

"Ahem! I am right here, you know." Skurd huffed, folding his little tentacles across his chest and pouting, as if his tiny, little feelings were hurt; both Ghoulia and Shocksuatch ignored him as the Omnitrix timed out and reverted the gigantic ape back into Ben.

"Was he really that bad?" Ben smirked.

"Aiieyh!" Ghoulia exclaimed, throwing her arms over her head, having new sympathy for him; having to put up with someone that annoying and egotistic was bound to drive anyone insane. "Eeeeeeeeiiiiiha?"

"Hmm? Is she available?" Ben asked with a slight edge of fear in his voice.

"Aiiiiiieee." Ghoulia nodded, turning around and slowly walking towards the back of the med bay where a large curtain was wrapped around a hospital bed. Ben could see a few IV's sticking into a slim figure that was lying still on the bed, unmoving as Ghoulia grabbed the edge of the curtain in her pale fingers.

"Uh, hey, that reminds me!" Ben said a little too quickly. "Gigi! Whisp!"

Two clouds of magenta and navy blue smoke burst out of nothingness on either side of him as the two Grant sisters appeared in the med bay, each folding their arms over their chests and bowing to Ben. Whisp then stopped the tradition there and planted a kiss on Ben's cheek, causing him to turn red; Gigi watched wistfully. Why couldn't she work up the nerve?

"Are you ready to make another wish, Ben?" Gigi asked.

Ben nodded his head. "I wish Ghoulia had her legs back!"

"As you wish." both Grant sisters said in unison, clasping their hands together and bobbing their heads down as a bright, white light filled the room with a dull roar. The light died down seconds after that and Ben uncovered his eyes to look at Ghoulia, who looking down towards the floor in stunned silence. Or rather, at her feet.

Just like Ben had wished, she now had a new set of legs completely identical to hers, everything from the pale gray skin, to the baggy, red jeans and tall black boots with red laces that covered; Ben thanked his lucky stars the sisters had been kind enough to provide clothing for her.

"You know have 5 wishes left," Whisp reminded him sweetly. "And I can always grant you one for _free_, if you catch my drift." she added seductively.

"Love to but I, uh, promised Draculaura I would, uh, help her, um, train! Yeah, that's it!" Ben said rather quickly and with a hint of uncertainty and rush in his voice. Before any of the ghouls could object otherwise, Ben accessed the Omnitrix and randomly selected an alien at will, hoping for the best as the green light washed over him and began to change his DNA. His fingers hardened into sharpened blades as a long, whip-like tail sprouted from the base of his spine and stretched out a couple feet. His toes ripped out of his shoes and melted into four claws, two in front, two in back. The ball of his heel crunched forward, moving under his foot bones and becoming perfectly round and smooth, suddenly separating itself from his foot and held there by his curved toes. Ben felt his skull stretch back into a sharp point and his legs bent backwards. A pointy, black helmet with a slide down mask materialized on his head and a tight, black and green body suit appeared on himself, the Omnitrix and Skurd appearing on his chest, completing his transformation.

"Gotta run!" XLR8 quipped.

"Your originality never ceases to amaze me." Skurd groaned as the Kinceleran zipped out of the med bay and down the hall before anyone could have any hope of stopping him.

* * *

"Are you sure about this?" Draculaura asked rather skeptically.

"Trust me. You'll need it." Ben reassured her.

After a rather quick explanation that he had to repeat twice in order for Clawd to even grasp what he was saying, the werewolf agreed his ghoulfriend would some training if she ever hoped to survive in the newly apocalyptic wasteland. And while Draculaura protested and attempted to argue, she knew deep down that Clawd and Ben would not always be able to save her from everything, no matter how much she wanted to believe it. Plus, even she couldn't argue with her last gym grade, which for some reason was stored in the base's archives.

"Now, we'll start with the basics, since you're so new to this." Ben began, turning on the Omnitrix and cycling through his aliens before coming across the desired transformation. He raised his hand above his head and slapped the activation button, letting the green light wash over him and change his DNA for the countless time. His body structure stayed similar to his human form, shooting up about a foot and a half as the Omnitrix worked its magic. His skin turned a pale gray and looked as if it would split and break with the slightest touch. His fingers became long, razor sharp claws as his eyes widened and turned entirely green. His flat human teeth grew into sharpened fangs, some of them not entirely fitting into his mouth and then curving over his lips. Muscles piled themselves onto his arms and chest as he felt his lungs grow very large and heart start to slow. He felt slightly empty and sort of drowsy, drained of the ability to eat normal foods and forced to eat . . . . other things. His feet became sharp claws, hidden beneath a pair of green boots. A tight, black and green costume that showed off his muscles covered him, a green mask with bat-wing horns appearing on his face. The Omnitrix symbol appeared on his chest as a thick membrane grew between his arms and his hips, forming wings and completing the transformation.

"Whampire? I was going for Kickin' Hawk, but I think I can work with this," the Vladat sighed and turned to look down at Draculaura, who was trying to hide her deep blush. "Are you ready to begin?" he asked.

"Y-yes." Draculaura stammered, trying to tear her eyes from his muscled build.

Whampire nodded. "Good. We shall begin with the basics. Now, repeat after me." he ordered, curling his claws into tight fists and assuming a boxer's stance. Draculaura attempted to copy his movements, but her stance and position were horribly off, making her look like she had tried, and failed, to do the splits and the Funky Chicken at the same time.

"No, no, no. Like this." Whampire instructed, walking over to her and gently grabbing her and directing them into a more suitable posture. He then directed her feet to match his before returning to face her. "Again."

Once more, he went into the boxing stance and Draculaura copied him, her position a bit closer to his. With a mental sigh and calming of his jittery nerves, Whampire stepped over and behind her, setting his large arms under hers and his legs behind hers, instructing her to put her feet on his. Confused, she did so and immediately latched onto his wrists when she felt herself lose her balance on her heels; Whampire didn't move an inch and instead moved his body into the directed stance, Draculaura's body forced to move with his as she began to finally understand what he was trying to teach her.

"Perhaps you should lose the boots, yes?" Whampire suggested after a few repeats of the technique.

She was reluctant, but after a quick explanation from her teacher, Draculaura finally took off her boots and set them down near one of the bench press's, exposing her white socks and little toes to the world. _I never realized how cute they were,_ Whampire thought to himself before realizing what he had just said. _Wait a minute. Where did that come from? _he wondered before pushing the thought aside. He then directed her through the boxing stance three more times before he was confident she had learned it.

"Now on to step two: actually hitting something," he said, walking closer and bending over so that his face was near level with Draculaura's as he held up his large hands in front of it. "Hit my hands as hard as you can whenever they open up. Try to strike quick and fast before my hands close on yours. If can hit me ten times in a row without me catching you, we will move on." the Vladat instructed.

Draculaura nodded and assumed the boxing stance she had been taught, a determined look in her eye as Whampire opened up his right hand. Biting her lip with a fang, she thrust a clenched fist out and hit him directly in the center of his palm, albeit rather weakly. Whampire nodded as she withdrew her fist and bobbed and breathed a little before striking his open left fist and hitting him halfway between the palm and fingers; unfortunately for her, Whampire closed his hand around hers before she could withdraw it. With a sudden movement of his arms, he shot straight up into the air towards the ceiling, pulling a terrified Draculaura with him before alighting on one of the rafters overhead and setting her down nice and easy above the ground.

With pale knuckles, she gripped the beam as she tried to catch her breath, Whampire holding her steady as he hung upside down from one of the rafters just a little higher than the one Draculaura was sitting on.

"I will do this every time you get caught. Did I forget to mention that?" the Vladat asked with a hint of amusement; he was answered with a newspaper to the face.

"Where did you even get that?" he asked, rubbing his nose-less face.

"Lets just say Clawd needs some training every now and then." Draculaura smiled. Without another word, she suddenly threw herself off the rafter, much to Whampire's alarm, and tumbled through the air, pulling herself into a tight ball and spinning around in midair with perfect form as she landed on her hands on the floor and bounced of them, landing on her feet and giving a slight bow as Whampire descended from the ceiling a little ways away.

"Where did you learn that?" the Vladat wondered as Draculaura walked back over to him with a triumphant smirk on her face, his green eyes tracing over her as she moved her hips back and forth, shaking her miniskirt in a manner that drove him crazy. _She looks stunning, _he sighed mentally. _What the heck is wrong with me!?_

"Fearleading." was her reply; her voice was sweet like honey and as warm as the sun's rays, and Whampire felt him heat up. What was happening to him? This had never happened before, so what the heck was wrong with him. Slowly, every tiny bit by bit, Ben felt himself ebbing away into the dark recesses away, fading away like a dream. Only he wasn't quite realizing what was happening. All he could piece together was that it seemed to happen faster whenever he was closer to his pupil.

"So, uh, shall we move onto the next lesson then?" Whampire asked.

"But . . . aren't supposed to finish lesson 2?" Draculaura asked, confused.

"Yes, but I'd like to work with your strengths before working on your weaknesses, so to speak," Whampire explained, walking over to her and completely dwarfing her with his height; Draculaura found her eyes wandering over his alluring muscles and pointed chin, sometimes drifting to his sharp, pointed fangs as he spoke. But she found most distracting were his deep, green eyes that seemed to bore into her very soul and mind, reading every thought that passed through her brain. It made her a tad uncomfortable, but she found she couldn't tear her gaze away from them.

" . . . which is why we'll be focusing on gymnastics," Whampire explained; Draculaura hadn't heard a word he had said, but she tried to look like she had. "So, to recap, we'll try to fit you with a weapon of some sort, something that will fit with your set of skills. Okay?"

Draculaura nodded her head, her black and bright pink pig tails waving around wildly. Whampire found himself staring at them before catching himself and forcing himself to look away. _Stop that! _he mentally scolded himself. _She's already with Clawd! Stop imagining yourself with her!_

Without another word, the Vladat turned on his heel and walked towards the back of the gymnasium to pull out three of the practice dummies before walking over to his left and towards a wall that contained dozens of different types of training weapons, everything from spears and rifles to knives and axes. Knowing Draculaura's slight issue with even the mere mention of blood, he bypassed the weapons with sharp blades and went towards the ones that were more likely to stun. He then picked up the selected weapons and walked back over to Draculaura, dumping the weapons on the floor and flinching when one of them bounced back up to come painfully back down on his foot.

"For the love of all Vladats that hurts!" he whimpered, holding his foot in his claws and hopping up and down on the other as Draculaura smiled and tried to hide her giggles. Once the pain had been reduced to a dull throb, Whampire reached into the pile of weapons and pulled out a large war hammer. He then sized it up with Draculaura, but doubted the small vampire would even be able to pick it up; the weapon was twice as big as she was.

He was proven right when he handed her the blunt instrument and she immediately crumbled to the ground under the sheer weight of the hammer head. Whampire quickly picked it off her and cast it aside, the heavy end of the weapon clattering loudly on the floor. "Definitely not that one," he muttered under his breath as he went back to digging around in the pile.

"You think?" Draculaura gasped sarcastically, rubbing her sore arms, glad that the weapon hadn't crushed her toes. She was then handed a large metal base ball bat and she took the weapon in her hands. She lasted a bit longer with the smaller instrument, but quickly set it down after her arms got sore; Whampire wasn't even able to tell her which parts of the body she wanted to hit before he had to go back to digging.

For the next half hour they went through weapons, everything between chains with wrecking balls tied to the ends to boomerangs and blunt maces; nothing seemed to work. The closest they ever got was with a bo staff and even then Draculaura lasted only ten minutes before she had give up on it (the staff had finally broke every accidentally hitting Whampire in almost every available part of his body).

"Oh, Ben, it's hopeless!" Draculaura pouted, falling to her knees to rest. "I can;t find a wepaon that works! I'll just always be a liability!"

_How does she even know that word?_ Whampire thought. _I didn't learn it until my host was 15. Then again, she's over a 1,000 years old. And yet, she looks ageless. STOP THAT!_ he mentally yelled at himself, almost blurting it out right then and there. Something was seriously wrong. Pushing the thought aside for later, Whampire turned to only weapon that hadn't been discarded yet: a pair of beat up nunchaku. The Vladat winced at the blunt ends but picked them up in his claws and handed them to Draculaura, who quickly rejected them.

"C'mon, Ben. Give it a rest," Draculaura sighed. "We both know I'm pointless."

"Don't say that," said Whampire, crouching down to her level and putting a reassuring hand on her shoulder. "If I honestly thought you were hopeless, do you really think I would have subjected myself to this much torture?" he joked, drawing a weak smile from his pupil.

"O-okay," she finally gave in, taking one end of the nunchaku in her hand and standing up. It surprisingly felt good in her hand, not too heavy yet not too light. Perhaps she had finally found something that worked for her? "So, uh, how do I use it?"

"I thought that was obvious," Whampire sighed. "Originally, the nunchaku were used as farming tools to separate grain and wheat before they were modified to become weapons. Essentially, they are used to lock up limbs and block weapons, but they are also devastating when in wild swings and such."

"When did you become such a weapons expert?" Draculaura asked. "For long as I knew you, you were absolutely hopeless at Clawculus."

"I'm an expert in things that interest me," was all Whampire would say. "Now then, shall we begin?"

For the next hour or so, Whampire directed his student through the basics of the nunchaku, taking great care to make sure she had learned the moves correctly _before _actually trying them. Thankfully, this resulted in less injuries on Whampire's part and Draculaura somehow always managed to make it out completely unscathed, which drove him crazy, both in the way it was usually met to be used and the other way that had been bugging him for so long now. Why was he so drawn to Draculaura all of a sudden? Sure, he had admitted to himself that she was incredibly cute and beautiful and would have asked her out on a date had she been single. But she hadn't been single, and he respected that. He was not a thief by nature and this applied to both precious items and girls.

"Once more and we'll call it a night." Whampire said asfter the latest demonstration. While tired, Draculaura was eager to please, now that she had something that she could be useful with. Of course, she couldn't take the nunchaku with her, but she could perhaps ask Jinafire to make her a pair? It of course have to go with whatever outfit was wearing at the time, which was decidedly limited considering one didn't want to wear anything that would hinder their movements in a fight.

With a nod, Draculaura assumed the stance she had been taught and put one foot in front of the other, raising both hands behind her head and wildly swinging the nunchaku in her right hand, gripping the blunt end of the weapon tightly in fingers as she moved her wrist.

"Begin."

With a sudden yell, Draculaura lunged forward as Whampire raised his forearms defend himself as she she attacked wildly, moving her arm as fast as she could , increasing the speed as she stepped forward with each attack, forcing her teacher back as he blocked her attacks. She then quickly let her grip on the nunchaku loosen as she dropped to her hands and attacked her feet, jabbing them forward like fists in quick strikes similar to that of a viper's before bouncing back onto her feet and catching the rogue pair of nunchaku in her left hand, swinging it in a wide arch and delivering the final blow, sending Whampire skidding back a couple feet. The vampire was breathing heavily now, still spinning her nunchaku as she waited for further instructions from her teacher .

"Well done, my love." Whampire grinned. _WHAT AM I SAYING!? _he practically screamed in his head.

Draculaura blinked and gave the Vladat an odd look. "Um, thanks?"

Unfortunately for both of them, the universe was about play one of its cruel jokes on them. Due to its master having lost focus for a split second, Draculaura's grip on her nunchaku began loosen, her swings becoming more wild and uncontrolled, until her grip was gone altogether and the weapon went flying into the air, twisting and twirling about before coming back down and whacking them both on the head. Hard.

"My love!" Whampire cried, swooping in to catch the small vampire and scooping her up in his arms before she fell to the floor. His vision was blurry, but he could the unconscious, yet still heavenly face of his secret love in his arms, a nasty welt forming on her forehead. Whampire frowned and pushed a lock of black and strawberry colored hair over bruise, once again making her perfect.

"My love," he spoke as his mind began to dim and his vision began to fade. "I know you most likely can not hear me right now, but I let you know. Know that I, Whampire Transyl, Heir of Lord Transyl's throne of Anur Transyl, love you with all my heart. I would literally travel into the brightest of places and burn into the finest ashes to prove my love for you. And it so, my _pequeño_ _murciélago vampiro_, I must bid you farewell. For now." he sighed, caressing her cheek lightly and affection entry with his claws before doing something he knew his host would pay dearly for later; but he didn't care. He had his true love, and did care for the consequences his human host would have to suffer from his actions. This was why he planted a light, sweet kiss on her pink lips before finally succumbing to the darkness, wrapping his tightly and protectively around his one love, sighing with happiness as he felt their otherwise cold bodies share warmth.

****And there we go!****

****I know quite a few of you will probably hate me for what I have done, but I felt it necessary. As things draw to a close, I wanted to get in at least one last lemon before all hell breaks lose (pardon the language). This will be the last (if not THE last) lemon for a while as things start to get interesting. I know I suck at keeping most promised, but bear with me on this one.****

****In the mean time, I have some sad news. This will be the last chapter for a little bit. Things are starting to get crazy where I am , and I won't have enough time to work on this story, mostly because my grades are dropping and my parents have taken away my computer (I am currently typing this from my iphone, which refuse to cooperate for some reason, so please pardon the mistakes). Ugh, my life is terrible.****

****Then again, if it were terrible I wouldn't have any need to write this story and hear words of encouragement from you guys! As always, comment, review , suggest, and request and will try to get the next chapter up as soon as possible! And don't forget to vote!****

****Hasta Luego!****


	29. The Whampire Strikes Back

**And I'm back, folks!**

**I got my computer back after my grades got up, so I quickly typed up this little baby to show how much I missed y'all!**

**And thanks for everyone voting on the polls! It really helped me see what my audience wanted, so I shall try to balance things out for everyone so that there's something everyone can enjoy!**

**As always, I'd like to thank a few people. First, thank you to _DJ Rodriguez _for the constant support and countless offers in helping me perfect this story. I honestly don't know what I would have done without you. I would also like to thank _Menatron the Angel of Ideas _and _Darkness Rissing _for all the support and ideas they've given me as well.**

**Truthfully though, all of you are great. So thank you to everyone!**

**I also realize I hadn't given proper credit to the song that Ben sang last chapter. The song is called 'Stand' by the band _Rascal Flats_. Check out their music sometime! I swear it to be good ;)**

**As always, comment, review, suggest, and request down below! I love hearing from my public.**

**Onwards!**

**~WARNING!~ Graphic content later on! No lemons, but incredible violence!**

"Oh, my poor head," Draculaura whimpered, alternative touch the sore bruise on her skull and wincing at the spike of pain that coursed through her when she touched it. "What happened?" she wondered aloud, slowly opening her weary eyes. It was then that she discovered that she was not alone.

Lying next to her with his arm over her and a slight amount of drool leaking from his mouth, was Ben in his human form. Draculaura instantly froze, trying to remember why the heck she was sleeping with Ben in the middle of the training room with nothing but her boots, a pair of nunchaku, and a suspicious pile of weapons off in the corner to help her remember.

_Why am I lying down with Ben? _she wondered. _Did he do- no! Ben would never do that to me! But then, what happened? The last thing I remember was training with Whampire and getting lost in his eyes . . . . no! Stop that! _she mentally yelled at herself. Heaving a deep breath to calm her rattled nerves she slowly, very carefully took one of Ben's hands in hers and lifted his strong arm off of her body. She realized his hands were gigantic compared to her delicate, pink fingers, and in a way they reminded her of Clawd. Sphinx, Ben reminded her a lot about Clawd. They had a lot in common: the urge to do the right thing, always putting others before themselves, and always staying loyal to their ghouls.

Then why was he currently passed out on the floor with in the first place? She pushed the thought aside for the moment and continued to extricate herself from Ben's hold, gently placing the hand on the floor beside her before working on the other one. Ben sudden stirred in his sleep and Draculaura froze on the spot like a deer in the headlights of an upcoming car; thankfully, he merely rolled over away from her, making her job all the more easier.

Draculaura quietly climbed to her feet and looked at her surroundings, at the empty gym. Her eyes cast over the pile of weapons cast off to the side and she remembered trying many of them to see which one suited her; unfortunately for Whampire, many of them did not. She then moved on to the nunchaku and remembered training with the, learning the basics. She had been amazed at how good she felt to finally learn something that could impress just about any boy she could come across; Clawd would love it. She loved feeling that sense of power, knowing that if anything tried to harm her they would suffer her wrath; normally if anyone was to suffer anything from her it was the occasional flawed fashion idea.

She then turned back to Ben, who was still asleep on the floor. She remembered how she couldn't stop staring at Whampire throughout the entire training session, tearing her eyes away from his well developed muscles and fangs to his irresistible green eyes that seemed to draw you in with every passing second. That was actually the last thing she remembered seeing, those endless green pools.

That was not however, the last thing she was conscious of. For some reason, her memory was a tad fuzzy around this bit, she remembered hearing Whampire's voice talking to her, even if it sounded distant. What surprised her even more was that he, Whampire and not Ben, had proclaimed his love for her and claimed he was also the technical ruler of a place called Anur Transyl. The last thing she remembered before the blackness finally took her was that the Vladat promised they would meet again.

She didn't know what that meant, but it sounded unnaturally creepy coming from a creature that technically wasn't supposed to be able to think without Ben's mind inhabiting its head. A sudden realization came over her and, with another thought, Draculaura raced out of the gym, leaving Ben alone on the floor.

* * *

"Hey, hot stuff."

Abbey gritted her teeth and counted to ten, tightly clenching her fists before turning around and glaring down at the annoying fire elemental that stared nervously upwards. "How many times must Abbey remind thick-headed numbskull?" she growled through gritted teeth.

"Right! Right. Abbey. Not 'baby, Abbey." Heath said quickly, gulping nervously under the yeti's harsh glare that dared him to say the word again.

"Better," Abbey said after what seemed an eternity. "What does Hothead want? Abbey very busy." she frowned, gesturing to the empty table before her. Heath cocked an eyebrow and looked around the empty Mess Hall, him and Abbey being the only people in the room at the moment. "Um, busy with what, exactly?" he asked.

Abbey cursed herself; of course even he would realize she was lying. Truth be told, she did like a Heath. A lot, actually. But he had this adorable way of _really _grating her nerves and rubbing her the wrong way. She tried to restrain herself, but she would often find herself imaging Heath's face when she was driving her fist into a punching bag as much as she was daydreaming about him; it was crazy enough to drive any ghoul crazy.

"Nothing." she growled, turning away from him and sulking in defeat, hoping Heath would leave her alone to stew. Unfortunately for her, Heath wasn't that kind of guy. Instead, he sat down across from her, reaching into the Monster High Letterman jacket that hadn't left him since they fell into this time travel mess, and pulling out a deck of cards. "So, do you wanna play?" he asked.

Abbey cocked an eyebrow, but slowly nodded her head without saying another word. Heath grinned and folded the cards, shuffling them with surprising dexterity and tricks that actually amused Abbey. She didn't let him know this and merely made a sound that told him to stop with the fancy tricks. Heath eagerly complied and dealt out five cards to each of them, setting the deck in between them. "So, uh, what do you wanna play? Crazy 8s? Old Hag? Poker?" Heath listed off.

"Does Hothead play the Go of Fish?"

"Rookie, huh? Alright then," Heath smiled as he proceeded to fold his cards and look at them with a near comical intensity. "Ya have any nines?"

"Go of Fish." said Abbey from behind her cards. Heath faked anger and pulled another card from the pile.

"Hmm. Does Hothead have the twos?" Abbey asked. Heath pouted and handed over nine diamonds. And so it went on for roughly an hour, the two of them playing Go Fish; Heath would continually ask Abbey for a number, and would only occasionally manage to get a card from her. The other half of the time he was either drawing from the deck or handing his cards over to Abbey. Eventually, Abbey had won every single game of Go Fish they had played and Heath had won zip. But he was determined to win something. Even if that meant cheating in the smallest of ways.

"What say we make a little wager?" he asked after Abbey had won her twenty-sixth game in a row without incident.

"What kind of wager?" Abbey asked, suspicious.

"If I win, you have to do me something. You win, I have to do something for you," Heath explained. "Whadya say?"

"What would Abbey have to do for Hothead if she were to, by some _very _small chance lose?" Abbey asked, pinching her fingers to an almost microscopic size for emphasis. Heath grinned; hook, line, and sinker.

"Ah, but that would be telling," he smiled. "Unless you're . . . scared?" he asked. The anger that flashed through her eyes almost made him turn tail and run, but he held his ground. He knew he had her right where he wanted her.

"Deal." Abbey growled, taking his hand and giving it a shake, making sure to crush his fingers with her tremendous strength. Heath winced and held his throbbing fingers but managed to keep it together as he fancily shuffled and dealt out the cards, much to Abbey's annoyance.

"You got any nines?" he asked, wriggling his eyebrow.

"Hothead always ask same question over and over," Abbey frowned, her cheeks turning pink. "And Abbey never have any. Go the Fish."

Heath's smile got bigger as he saw he was making progress. "Does Hothead have of the threes?"

"Go Fish." Heath said with great pleasure.

Abbey's glare deepened as she took a card from the pile. "Do ya have any eights?" Heath asked.

Abbey was trembling slightly as she angrily handed over an eight of spades through pinched fingers; Heath was eventually able to extricate the card from her firm grip after a few seconds as he laid his paired cards down on the table. "Do you have any threes?" Heath asked, and once again Abbey handed him another card with great reluctance. "How about any fives? Ya got any fives?" Heath asked.

"Hah! Go the Fish!" Abbey said proudly. Heath smirked and drew a card from the pile, immediately pulling out a matching number seven card from his deck and putting it with the threes and eights. Abbey watched, stunned, and growled, nearly crushing her cards in her hand.

"Hand over your twos." she demanded.

"I would, doll face, but I ain't got any!" Heath said with glee.

Abbey was so furious, she didn't even notice that Heath had called her a nickname. When Heath asked if she had any fours, she chucked the card at him and watched as he ducked, the card imbedding itself into the table; with a shaky hand Heath pulled it out and matched it up with his brother.

"Give Abbey your fives!" Abbey ordered and Heath gave her a four of spades.

"Ya got any ones?" Heath asked, now realizing he was down to three cards. If he could keep it up, he would finally defeat Abbey and claim the prize he had sought after for so long. He was shaken from his thoughts when an ace of spades cut right through his hair and embedded itself in the wall behind him, slightly smoking as he got up from the table to pull it out.

_Grrrrr, why does Hothead have to be so good at card game? _Abbey frowned, tightly clenching her fists after quickly placing her cards face down on the table as Heath tried to remove the card from the wall in front of her. She could hear the sound of groaning ice coming from beneath her feet as crystals began to form on the floor and the temperature dropped slightly. Why was it that Heath brought out the best and worst in her? Why did she have to find his annoying smirk so dazzling, or his irritating nicknames for her so charming? Was she, a coldhearted beauty that not even the warmest of hearts melt, actually falling for him? She refused to except it. And as such, she had defeat him in this game, one way or another.

"Um, how about sixes? Do you have any of those?" Heath asked rather timidly.

She would defeat him right after she managed to stop losing.

* * *

Two hours later, and Abbey was at her wits end. Not only had she continually nearly lost to him, but he had come so agonizingly close to being done for, only to somehow manage to get her guess several of his cards wrong and land her right back where she had started. It so irritating, constantly losing this one-sided battle that only she cared about it. But did he have to do it with the constant, ever annoying grin on his face she simply couldn't ignore? And did he have to stare at her with those fiery brown eyes that were like blazing coals in a furnace? She noticed that while they occasionally focused on her more private of areas, they mostly stayed focused on her face, which Abbey found incredibly confusing. Was a male like him not more interested in her body? Foreign men were so confusing.

"Does Hothead have the sevens?" Abbey asked with a tired sigh. Another thing she noticed was that, among being constantly worn down by his chipper attitude, was the fact that she had always called him a nickname while she refused to be called one. Was this a sign that she was falling for him?

"Sorry, babe, but I got none." Heath smirked.

Abbey growled, too tired to yell at him for calling her something other than her real name and merely took another card from the pile. This made her eighth card so far, while Heath was only down to two. For some reason, she was starting to lose the fiery edge that she had developed to defeat him and merely wanted the game to end, for either him or her to win. She honestly didn't care any more. So when Heath asked her for any threes she might have had, she only handed him the card instead of trying to slice his off with it.

Heath took this as a sign that he was getting close to his goal. Nonetheless, he was still slightly concerned. Throughout the entire game, a coat of ice had managed to crawl its way up the table on Abbey's side, advancing and retreating depending on how she was feeling. At the moment it had managed to claim a small amount of the table as its own, but it had mostly taken to growing all over Abbey, who seemed oblivious to the ice crystals that made their way across her pale skin and warm furs. Heath knew Abbey would be perfectly fine against the freezing cold, but it was still an interesting if not a concerning thing to notice.

"Um, are you okay?" he eventually asked, taking his card between to of his fingers and leaning back in his seat.

Abbey stirred and looked at him with tired, weary eyes. "Abbey is fine. Just tired."

"We can stop if you want." Heath offered.

Abbey shook her head. "No, Abbey want to finish game." she insisted.

"You sure?"

Abbey nodded her head. "Abbey is never unsure of anything."

"If you say so," heath shrugged. "Your turn."

Abbey sleepily looked over her cards, the numbers and colors blurring over each other for a moment before becoming clear once more. "Does Hothead have any of the ones?" she asked with a slightly bored voice. Heath shook his head and Abbey picked another card from the deck in the center that had became a scattered pile during the long hours.

"Ya got any nines?" Heath asked. Abbey handed over a nine diamond without another thought before realizing what she had done. She blinked her eyes and looked down at her hand, eight cards in all. Then she looked over at Heath's hand. Absolute zero.

She had lost.

"How do ya like me now, hot stuff?" Heath smirked, folding his arms across his chest and looking at her with complete confidence, knowing that he had totally owned her in a game she had owned him numerous times in. Oddly enough, Abbey didn't feel like crushing his skull between her fingers and using his bloody corpse as a punching bag.

"What must Abbey do for Hothead?" Abbey sighed, resting her head on her chest and drumming her fingers on the table. Her mind was starting to fuzz right now, and all she really wanted to do was just lie down for a nap. Fortunately for Heath and unfortunately for her, yetis had an instinctual code of honor that forbade them from ever breaking deals, bets, or special promises.

"A dinner with me," Heath announced, catching Abbey's attention and successfully snapping her out of her exhausted state. "Anytime, anywhere you want as soon as we get this whole time travel mess done and over with, on me. All you gotta do is show up." Heath smirked at Abbey's startled expression as he gathered up the playing cards and smoothly stacked them into a pile before stashing them in his pocket.

"Pleasure doing business with ya, doll face." Heath grinned mischievously as he got up from his seat and left the Mess Hall, stretching his sore arms and legs as Abbey stared after him in disbelief. With a tired sigh, Abbey slammed her head down on the table, breaking it in half and resting her head on the remains of the table. She didn't know whether to be happy she had finally scored a date with Heath without it being seen in public or to be mad that she had to be on a date with him. She was so confused to how she should have felt, she didn't hear the door to the Mess Hall open and she didn't realize she wasn't alone in the room until she felt someone sit down next to her.

"Something wrong?" she heard Ben's voice ask. Abbey stirred and rolled her head to the side to look up at him with a weary expression.

"Abbey lose game of the Go of the Fish to Hothead. Now Abbey must go on the date with him once whole clock mess is kaput." she told him.

"And the table?" Ben asked.

"Abbey lose temper."

"I'm not even going to ask how you managed to do that," Ben muttered to himself. "So, uh, are you looking forward to the date?" Ben asked rather awkwardly, unsure on how to talk to someone who was normally so cold to him and so fearless at the same time. In fact, that was the entire reason why Abbey had managed to save him from Phobos after Lagoona had passed away; she had been completely fearless, devoid of any specific fear. Or any fear for that matter.

"Abbey is unsure," she sighed, rolling her head so that her head was face down on the remains of the table. "How does brown-haired teenage boy with magic watch on wrist do the dating?"

Ben blinked. "Um, I don't really know how to answer that," Ben admitted. "Me and the ghouls never officially went out on a date before this whole mess started. It's on my to-do list though." he added. Abbey didn't move. Ben cocked an eyebrow and cautiously poked Abbey in shoulder, not getting a reaction. He poked her again, her pale body moving slightly before settling back down. Curious, Ben turned her over to discover Abbey had fallen asleep on the table, softly snoring. Ben smiled slightly and turned to the Omnitrix, cycling through the aliens before coming across a suitable one. He slapped the activation and let the green light wash over him, changing his DNA at the molecular level. Hard, metal plating raced up his back and front, melting together into a single shield. His shoulders became rounded and massive as flexible black tubing covered the skin between his elbow and shoulder. His arm then began to swell, metal plating taking the place of his skin as his fingers turned into sharp, gray claws. A piston formed on each of his elbows as the metallic plating covered his head and changed it into something that resembled a Greek Corinthian helmet. Two small, pointed ears formed on his head his feet turned into hard, metallic claws. The Omnitrix and Skurd appeared on his broad chest as a short tail popped out from his spine, completing the transformation.

With a grunt, Armodrillo bent over and picked up Abbey' still form in his claws, slinging her over one massive shoulder before lumbering towards the door to the Mess Hall and outside, leaving the smashed remains of the table behind for someone else to discover. He shuffled down the hallway towards the dorms, ignoring the odd looks he received from passing soldiers and staff of the Rebellion. A few minutes he found himself in standing in front of the girls dorm, the door a tad too small for him. Plus, he didn't know the access code.

"No problem." Armodrillo said to himself.

"I'd advise against doing what you're about to do," Skurd warned him. "But then again, when have you ever listened to little old me about anything?"

The Talpaedan ignored him and activated his left arm, the piston on his massive elbow pumping up and down as his claws fused together into a hardened tip that swirled like a drill. He then jabbed the spinning point into the hard, metal door and worked his arm like a saw blade, drilling through the doors frame and knocking it right out of its frame as it groaned and fell flat on the floor. Armodrillo then ducked inside the room and maneuvered himself through the small, dark space to the bunk that he assumed was Abbey's, easy to guess thanks to the icicles that had ground underneath it. Armodrillo heaved Abbey's sleeping form onto the top bunk and turned to leave after pulling the covers over her when he heard her mumble something.

"Abbey is sorry she has been so cold to you," she said quietly. "Abbey glad to have Ben as friend." Armodrillo turned around to see Abbey had turned over in his sleep, making him confused as to whether she had been asleep the entire or not. He decided to ignore it and instead lumbered out of the dorm, pulling the door back up, only to have it fall back down.

"See what I mean?" Skurd sighed with annoyance.

"I got this." Armodrillo grumbled as he slapped the Omnitrix on the front of his armor, briefly transforming him back into his human form before the Omnitrix injected another set of alien DNA in to his bloodstream. His bones ground and crunched as he was shrunk down to a height of only two and a half feet tall as his skin turned a smooth, blood red in color. A thin, spaded tail snaked out from the base of his spine as his fingers grew longer and his nails grew sharper. His eyes widened apart slightly as his nose suddenly jutted out at a comical, almost ridiculous, length. His ears became larger and slightly bat-like before becoming spiked as his toes melted together into three digits, his heel grinding against his foot before becoming a small spike. He became slightly obese as spikes formed on his chin and the corners of his eyes as a green and black aviators outfit materialized on his body, complete with a white ascot and a pair of goggles strapped to his head. The Omnitrix and Skurd appeared on his belt, completing the transformation.

"BREAK BREAK BREAK!" Jury Rigg cried with glee, raking his claws across the disassembled door and tearing to pieces with his jerks of his small hands, kicks of his wild feet, and bizarre and unorthodox movements that stripped the mechanized door and its frame down to its bare bits. "FIX FIX FIX FIX FIX!" he then cried with glee, stabbing wires into circuits and transformers, slapping the metal sheets together and punching the bolts in to hold them in place before shoving the door into the newly rebuilt frame and rebuilding it at a much faster pace, quickly disassembling the key pad before rebuilding it into a much better model. The door was now completely brand new and upgraded, standing out in the drab hallway with its black and green color scheme. Then again, Jury Rigg was never one to care about fashion. With a maniacal laugh that worried Skurd a little bit, Jury Rigg scampered down the hallway towards Ghoulia's lab, eager to break, fix, and cause general mayhem until the Omnitrix timed out and he could regain full control over himself. Until then, Ghoulia was in for a wild ride.

Unbeknownst to the little gremlin or hulking bio-mechanical humanoid, the dorm had not been empty when either of them had been in it.

"Is he gone?" Jane whispered, her voice filled with anxiety and worry She was clutching her change of clothes tightly over her chest, trying to conceal her naked form from anyone that might suddenly enter the dorm.

"I think so." Venus reassured her from under a blanket. The plant monster peeked out from under the covers and looked around the dark room, her clothes pushed underneath the bunk. "Whisp, you got anything?" she rasped. The genie reappeared next to her in a poof of black smoke, not bothering to cover up her naked body as she put two fingers on each hand to her head, reaching out to her surroundings before confirming they were alone.

"Too bad Ben didn't stick around," Whisp pouted. "I was really looking forward to a good time."

"In mean time, you've got us." Venus purred, pecking Whisp on the cheek.

"If it is not too much trouble," Abbey's voice came from far across the dorm. "Abbey would very much appreciate it if hormone affected friends would keep it down when playing sexually games with each other. Abbey is trying to sleep." the yeti grumbled, turning over and grinning mischievously when she heard Jane's startled yelp and the sudden movement of blankets.

* * *

The doors to the med bay slid open as Jury Rigg scampered, madly cackling as he bounced around the room, swinging from the light fixtures overhead like a hyperactive monkey and dancing across the dead consoles like they were a dance floor.

"Ayyyahhh!" Ghoulia scolded him.

"I don't have a clue whatcha just said Nyahahahaha!" Jury Rigg cackled as he jumped for a hanging light and missed, landing flat on his face on the floor of the med bay; the Omnitrix timed out seconds later.

"Ow." Ben merely said, peeling his face off of the floor as Skurd rubbed his sore head.

"Your recklessness never ceases to amaze." the Slimebiote grumbled.

"I'm not reckless," Ben shot back. "Sorry about that, Ghoulia. Jury Rigg kinda gets worked up."

"The mother of all understatements." Skurd muttered under his breath, Ben smacking him against the railing of a bed.

"So, uh, how've you been adjusting to the new legs?" Ben asked. Ghoulia shrugged, and gestured downwards. Since Ben's startling wish, she had been getting more use to her newly reformed limbs with the help of her spider legs. They still repaired strapped around her waist, but she had made a few modifications to the device; the legs would pop in and out at given times, mostly whenever they sensed that Ghoulia was falling. Then they would whip out and catch her before she could hit the floor, while not restricting muscle growth and reformation. The legs could also be manually pulled out, allowing Ghoulia to still climb up on ceilings and walls with the greatest of ease.

"Meeeehhhhh-iieeeee." Ghoulia shrugged her shoulders, lurching forward as she spread her arms out for balance. She made her way over to Ben and proceeded to hug him tightly, wrapping her pale arms around him and pulling him close to her. After a few moments hesitation, mostly out of confusion, Ben returned the friendly gesture before asking what it was for.

"Ayyyyaaaaiiiee." moaned Ghoulia, pointing at her new legs.

"For using one of my wishes to give you your legs back?" Ben guessed, Ghoulia nodding to confirm he had translated correctly. "Mind if I try my Zombie out on you/" Ben asked, Ghoulia gesturing for him to go ahead and try.

"Ahhhiiieeeaa?" Ben tried. Ghoulia gasped and quickly slapped him across the face, her pale skin a fiery red.

"I don't think I wanna know what I just said." Ben grumbled, rubbing his throbbing cheek before his eyes caught sight of the curtain around Twyla's bed. "Is she . . . ya know?"

Ghoulia waved her head up and down a little while holding it horizontally, not quite sure how to explain it to him. She instead opted to beckon for him to follow her and lead him behind the curtain, pulling him in when he hesitated a little.

"Aaaahhhiie." Ghoulia moaned. The mass underneath the covers shifted slightly before the figure beneath them finally awoke, sitting up in bed, and rubbing the sleep from her tired eyes. Her pale blue and sea green hair that looked like smoky fog on a dim evening was twisted into snarls and gnarls that looked like it would take a weed whacker just to tame. It was only after a few minutes of slowly waking up did Twyla finally notice the two of them standing there, staring at her.

"Thanks, Ghoulia," Twyla yawned. "I'll call if I need anything."

The zombie nodded and shuffled out from behind the curtain, giving Ben a look that told him to stay right where he was or there would be consequences that he would not like in the slightest.

"So . . . how're you doing after . . . you-know-what?" Ben asked.

"You mean me almost killing you if Skurd hadn't interfered?" Twyla interjected?

"Finally, someone recognizes my accomplishments!" Skurd noted happily; both Twyla and Ben ignored him as usual.

"Did the . . . The Thing come out?" Ben asked, sitting down on the edge of Twyla's bed. Twyla sadly shook her head and put it in her hands, hiding her face from Ben as her eye began to water.

"It was so scary, not being in control of my own body. I couldn't scream, I couldn't resist. All I could do was watch in horror as The Thing attacked you. And before I knew it, I was out cold, unable to see you and my dreams were filled with nightmares of you being slaughtered before my very eyes, with me unable to do anything to prevent your death," Twyla whimpered.

"But The Thing's gone. I killed her when Skurd turned me into Ghostfreak." Ben reassured her.

"Another one! Finally, the cred it I deserve!" Skurd cried happily before Ben whacked him on the bed's railing again, silencing him once more.

"You didn't kill her." Twyla's voice came.

"What?" Ben asked, mortified.

"You didn't kill her," Twyla repeated, lifting her head to look at him with a tear stained eye. "You only prolonged the inevitable. She may not realize it, but she'll eventually reform and go back to stalking the darkest reaches of my mind, waiting for the right moment to take over and destroy everything I care about, simply because she can't have what I have. And nothing, not even genie magic, can remove it. Believe me, I've tried." Twyla sniffed.

"What do you mean you've tried?" Ben asked.

"I asked Gigi and Whisp a couple days ago when they visited me here if they could possibly remove The Thing from my mind, prevent her from every coming back," Twyla replied. "They said no, that it was beyond their limits to affect a person's mind. Plus, it was too dangerous, according to them."

Ben frowned before cracking his knuckles. "Then it looks like I'll just have to keep on kicking her sorry ass every time." he swore. Twyla wiped her eyes and looked like she was going to protest, but Ben interjected before she could. "I know what you're going to say Twyla, and quite frankly I don't give a darn. I'm not gonna let some psychopathic monster destroy my girlfriend and everything she holds dear to her heart. One way or another, The Thing is going down, no matter how many times I have to beat her senseless."

"That sounds excruciating." Skurd noted.

Twyla nodded her head in agreement. "Why go to that trouble just for me?" she asked. "I mean, you've got at least half a dozen other ghouls. Why care about me so much?" she asked quietly.

"Because I'm not going to let someone I care about be taken over by something that they hate and never wanted to be," Ben stated. "I would literally give up my life before I would let anything happen to you."

Twyla sniffed and grabbed Ben into a tight hug, Ben returning the gesture after a few moments. He felt an area on his sleeve become slightly damp, but he let it pass. For any of his ghouls, he would gladly forfeit his clean laundry for them to make sure they were happy. Unfortunately, the moment was ruined when a large tremor shook through the base, the lights in the med bay flickering on and off as more tremors rattled the base to the core in a steady rhythm that sounded suspiciously like footsteps.

"I'll be right back," Ben frowned, gently pulling himself free form Twyla.

"I'm coming with you." Twyla insisted.

"No, you are staying here in bed while I take care of it," Ben argued. "You are in no condition to fight whatever the Sphinx is out there."

"Voltage," Twyla cursed. "Just get back as soon as possible. And I don't wanna see you on any bed in this room, got it?" she threated.

"You forget who're you're talking to." Ben grinned as he activated the Omnitrix and cycled through his roster before coming across the alien he desired. "Gotta run!" he quipped, slapping the activation button and watching as the green light enveloped him and began to change his appearance. His bones became lighter, hollow actually, his arms stretched out a little bit. He was forced to hunch over slightly as his skin turned blood red in color and six slits formed in his flesh where his ribs would be. His fingers fused together into three long claws. His toes morphed together into two talons as his heel ground against his foot and formed a third toe jutting out behind him, his mouth widening across his face. His eyebrows hardened into yellow crests that looked like a pair of devil's horns as they grew upwards above his green eyes. A tail sprouted from the base of his spine as a thin, yellow membrane formed from his wrists to his waist. A pair of black briefs and a green strap vest materialized on his body, the Omnitrix and Skurd appearing on the vest's hooker.

"Jetray? Oh, why can't you ever work with me, Omnitrix?" the Aerophibian whined as Twyla smirked. With a sigh, the alien gave a flap of its wings and flew up and over the curtain and out of the doors of the med bay, leaving Twyla behind to rest,

"Be careful." Twyla whispered.

* * *

"Okay, so I'm gonna go out on a limb here and say something totally crazy, but what do you think we're up against?" Jetray asked Skurd after a few moments of awkward silence.

"What, the universe's greatest hero is asking his lowly sidekick for help?" Skurd asked sarcastically.

"I could always ask someone else, ya know." Jetray threatened.

Skurd huffed. "Fine. My bet is that the fools have come back with reinforcements and will attempt to take over this facility."

"Hmm." Jetray mused as he turned down a hallway and came to the base's entrance, landing and waiting for a few harrowing seconds, pressing his head to the door that led outside. The steady sound of footsteps could be heard outside, drumming through the base. He was soon joined by Draculaura, Venus, Jane, Nefera, Robecca, Hoodude, Heath, Clawd, Skelita, Cleo, Clawdeen, and Howleen, all of them looking to him for instruction. Of course, Jetray didn't know this.

"What're you all staring at?" he asked.

"You, duh," Cleo rolled her eyes. "In the absence of Twyla, you're the next in command. It would have been _me_, but I can't compete with Twyla's _boyfriend_." the mummy said sarcastically.

"Oh." was all Jetray had to say. "Okay, um, I guess hit 'em fast and hit 'em hard. Pair up and all that stuff."

"Are you sure we should be listening to him?" Clawdeen frowned as Jetray put his hand to the scanner, the door opening and the majority of the mob rushing out, screaming at the top of their lungs before anyone could even bother to answer her. The werewolf huffed and ran out after her fellow soldiers, cocking her guns and ready to fire them at whatever they faced.

She never expected what she saw before her.

Towering over the entire battle field was a behemoth of epic proportions. It was humanoid in appearance, but was definitely alien in origin. It was massive, a little over a hundred feet tall and its skin was a dull gray and metallic looking. Large fins popped out of its wrists and shoulders, looking like razor-sharp ax blades painted black and purple in color. Two sharp fins that resembled rather monstrous pig tails sat on the monster's head as it glared down at her with a feral look in its blood red eyes. And to make things more interesting, it was feminine, made clear by the slender figure and sparse, black clothing that covered its nether regions, with the addition of massive shackles and chains hanging from its wrists and ankles. Large, red pods dotted the arms and back, looking like gigantic, pulsing zits ready to burst at any moment; they looked incredibly painful. Clawdeen realized she had only seen a creature close to this one once in her entire life, a time fifty years ago during Cleo's birthday party when Ben had changed into such a giant to move a massive statue that would have taken thousands of servants to move; he did it by himself in less than five minutes.

With a loud bellow, the Mutant To'kustar raised up a gigantic foot and brought it crushing down, sending a tidal wave of snow in Clawdeen's direction, carrying Cleo, Nefera, Hoodude, an indigo rhino, and an unfortunate Heath who had been standing too close to Hoodude with it. Clawdeen back peddled as fast as she could into the base, shutting the doors tight just before the snow would have buried her. The To'kustar let out another savage roar from outside that shook the base to its core and hurt Clawdeen's ears terribly as she hunkered down on the ground and waited for the noise to die down a little.

Outside, things were not faring much better. Jetray buzzed around the mutant's head, dodging the swipes from the massive hands and striking with his neuroshock rays that he shot from his eyes and tail, aiming for the head and eyes to attempt to stun it. The To'kustar was bellowing like a wild animal, swinging its arms wildly in an attempt to knock the annoying little pest out of the sky.

"Tennyson!" an enraged, gentlemanly voice yelled.

"Aw, man, Dr. Viktor too? What's next, Vilgax and Albedo on another team up?" the Aerophibian whined when it saw the mad Transylian scientist standing on his creation's shoulder. With his magnetic, steel boots, he was able to easily hang onto the To'kustar's metallic skin, directing and watching all the destruction in what might have the best seat in the house if it were a ball game.

Unfortunately for everyone below him, it was no ball game to them. While they would attempt to hit the monster with everything they had, they were mostly trying to avoid being stepped on. And even if they could get close enough for a few precious seconds to do something, it was almost fruitless.

Draculaura, seeing an opening, lunged forward and began to striking at the Mutant To'kustar's heel with the training nunchaku she had stolen from the gym, eager to test her new skills. It was little more than an annoying itch to the monster though, and she would have been crushed had Robecca not zoomed in on her rocket boots and carried off in the nick of time.

"Thanks for the save." Draculaura sighed with relief.

"No problem, luv. Lets see if we can't get the bugger to tumble, shall we?" Robecca frowned, setting Draculaura down on a patch of snow before shooting off towards the To'kustar's face, ready to slam her entire body into its eye if necessary. Suddenly, the monster opened its massive maw and snapped up Robecca like a fly, closing its jaws around her tightly.

"No!" Jetray cried out. He quickly slapped the Omnitrix symbol on his vest and let the green light envelope, changing his DNA. His skin changed into a smooth, chrome white that became tougher than his original. He began to shrink down until he just barely reached the ghoul's ankles as his face widened for his expanding mouth. He could feel his organs sloshing about inside him as his bones became slightly softer and more bendable; his lungs expanded until they were the largest organ in his body as his eyes became smaller and turned squinty. His ears vanished, to be replaced by small holes, and even then they were covered by hardened skin that wrapped around his head in a way that resembled headphones. His arms and legs grew shorter as the Omnitrix symbol appeared on his head, finishing the transformation.

"Echo Echo? Why am I not surprised!?" the Sonorosian cried out feebaly as it fell a couple hundred feet before landing roughly on the To'kustar's shoulder; the mutant didn't even know he was there. The little alien caught his breath and quickly climbed to his feet before dividing himself into half a dozen clones. Each clone simultaneously sucked in a deep breath before blasting it out at a ear-splitting volume, right into what he assumed to be the Mutant To'kustar's ear, aiming in that general area; at least it knew the two bumps on either side of the chin weren't ears.

The effect was immediate as the monster howled in agony, clapping its massive hands over its head. Its mouth was open wide enough for Robecca to fly out from between the razor sharp fangs, her bronze skin covered in slimy drool that hung off her in curtains.

"You okay?" all of the Echo Echo clones asked in unison, each one hanging on tightly as the mutant thrashed about.

"Fine, luv! Covered in slimy, oral secretion, but fine!" Robecca as she edged closer to the ground and landed with a cloud of white snow; the robot was unhurt, but the massive amount of drool was sure to extinguish all attempts to fire up her rocket boots, sending her out of the fight.

"All right, boys! Charge!" an Echo Echo clone cried out as each clone divided itself in two, making an even dozen. The small army of clones raced across the To'kustar's shoulder, gripping with their fingers to climb across the back of the neck and to the other shoulder. A few clones were lost, shaken free form the mutant's thrashing and sent tumbling down to the ground below, but they were easily replaced. Within minutes, nearly twenty clones had made their way to the other shoulder, where they proceeded to attack a surprised Dr. Viktor, tackling him and clinging to his body as more clones piled themselves.

"Agh! Remove yourselves from me this instant, you puny little punks!" the Transylian demanded. Of course, the Sonorosians didn't listen and continued to dog pile on him, repeatedly punching him with their small fists or ramming them with their rather large heads. Suddenly, with a loud yell, Dr. Viktor sent a blast of electricity coursing through his body, blasting all of the Sonorosians off of him and off of the To'kustar, sending them tumbling a hundred feet to the snow below.

"Nothing you have could possibly stop me now!" Dr. Viktor cackled. "I am invincible!"

"Well, you know what they say," Venus grumbled to herself as a couple Echo Echo clones landed in the cold snow a little ways to her left. "The bigger they are, the harder they fall!" She yelled, long, thick, thorny vines sprouting from her palms, the tips igniting into balls of flame from the methane gas that coursed through the plant-like whips. With a yell, Venus charged at the Mutant To'kustar as it managed to recover from the assault on its ears and snapped a whip across the giant's foot, causing the titan to howl in pain as it hopped up and down on one foot. As Venus used the opportunity to lash one of her vines around the To'kustar's wrist, which was just in reach, and pull herself up onto the giant's body, Heath had managed to dig himself out of the snow.

He watched with wild eyes as Jane forced her body to change into a massive _Tyrannosaurus Rex_, charging the behemoth head and ramming her large skull into the giant's other leg, gaining enough leverage to send the giant toppling backwards. Heath prepared himself for what was to come, hugging the ground and covering his head as a tremor worthy of registering on the Richter scale shook the earth, blasting another wave of snow in all directions. He got lucky when he opened his eyes and found that Jane's fallen bulk had blocked most of blast for him, enabling him to climb up and over the dinosaur's massive form and to charge back into battle, hands ablaze. With a battle cry, he slammed his hands palms down into the snow, putting all of his pent up rage and anger into the attack and sending a towering wall of fire around the fallen titan, thoroughly trapping it until it could be further taken care of.

"Every one okay?" Heath called out.

"I think so!" Echo Echo's voice came from numerous places around the battle field.

"We're okay, too!" Clawd cried out, popping out of a snow drift with Draculaura emerging into daylight a few seconds later. One by one, more monsters called out, confirming they were fine and still alive. Above all of this, one could hear several spouts of foul language over the roar of crackling flames, accompanied by the sounds of painful lashing and crackling electricity as Venus and Dr. Viktor fought.

Heath never knew Venus had such a colorful vocabulary.

* * *

Cleo cracked open her eye. Why wasn't she suffocating under a good half a dozen feet of snow already? Why weren't the cold hands of Death once again reaching for her to pull her back into the Underworld to kneel before Hades's throne? She opened her eyes fully and found her herself looking at a world of white and light blue. Still confused, she craned her head to look around her. Indeed, she was buried under snow, but she wasn't already dying from lack of fresh oxygen for a very simple reason. Standing over her, her breathing shallow and slow and her eyes shut tight was her sister, Nefera shielding her with her own body from the snow above.

"You okay, sis?" Nefera grunted.

Cleo only nodded her head, her mouth wide open in shock. "Why?" she managed to ask.

"I kept on trying to tell you," Nefera told her with a small smile. "Ben's changed me for the better. Now see if you can dig us out of here. If I move, all the snow's gonna come down and make it a lot harder for us to get out of here."

Cleo blinked. Fifty years ago, there was no way her heartless sister would have saved her life for any reason other than to make it miserable again. And now, fifty years later, here she was saving it simply because she loved her. Cleo remembered the many times leading up to Frankie's rescue when Nefera had apologized for everything she had ever done to her (it was an awful lot), but she never believed it. She never believed it when Nefera saved her multiple times during the fight from severe injury or death, and she still didn't believe her when Nefera had tried to save her from the time blast. And for fifty years leading up to their reunion, she hadn't missed Nefera in the slightest. She had missed Ben, Draculaura, Frankie, and the others terribly, but she never missed her supposed evil sister. Not even once.

With guilt eating away at her gut like a parasite, Cleo dug through the snow withher fingers, ignoring the biting cold that made her hands raw as she hollowed out a bigger space for them. She then started hacking and felt Nefera's hand on her back, clearly worried for her as she attempted to keep her position by rotating her shoulder upwards. The older De Nile sister needn't have worried though when Cleo merely spat out a small amount of saliva and watched it fall down near her hand. She then began digging upwards, now knowing which direction to go and eventually punched through the dome of snow and into the world above. Nefera finally gave out and let her back and arms go limp, ignoring the snow that fell down on them. All she cared about was that Cleo was safe and that she could once again feel fresh, cold air in her lungs again.

"Thanks." Cleo said after a few awkward moments.

"No thanks necessary." Nefera insisted as startled cries of panic came from beyond several snow drifts, calling out Cleo and Nefera's names.

"Found 'em!" a loud, mechanized voice called out next to them, Cleo jumping and nearly screaming when Echo Echo's head popped up next to her. Three more heads popped out of the snow around them, pulling themselves out of the white powder and rejoining each other into one Sonorosian. More clones came running up over the hills, Monsters running with them to collect the De Nile sisters.

"You two alright?" Echo Echo asked as all his clones merged with him again and the Omnitrix timed, reverting him back to Ben as he extended a hand to Nefera. She gladly excepted it and let Ben pull her to her feet, Cleo helping herself up and dusting snow off her arms and shoulders.

"Fine," Cleo replied. "Lets just hope Big and Ugly is down for the count."

"You fool! You've jinxed us! Again!" Skurd cried as the ground began to rumble.

* * *

"And your form is appalling!"

"Why you little- hold still you little hobgoblin!"

"I'm a plant, a child of Mother Nature, thank you very much!" Venus yelled, cracking her flaming whips across Dr. Viktor's face.

"I don't care! Just hold still so that I may crush you and get on with my business with Tennyson!" the Transylian roared, faking an attack to Venus's left and striking her in her right side with a massive fist crackling with electricity. The smell of burnt lettuce filled the air as the two continued to battle, using the Mutant To'kustar's body as a battlefield while the beast was down for the count.

"You mess with my boyfriend, you mess with me, got it Stitch Face!?" Venus screamed, running forward and cracking her whips again to make him jump back to dodge the blow so that she could deliver a swift kick to the gut. She the proceeded to give him two swift upper cuts to the jaw before back flipping backwards and landing on her hands, swinging her feet forward like a pendulum and striking him in the gut, sending him back and down.

"You little brat!" Dr. Viktor roared, climbing to his feet as his conductors crackling with electricity. He then stomped down a large foot on the To'kustar's skin and sent out an electric pulse that coursed through the giant's body; the attack wouldn't seriously hurt it, and he didn't care if it did. To him, his creation was a beast of burden that could be abused however he pleased. And at the moment, he chose to use it as a battle field.

The electricity coursed through the To'kustar's metallic skin, amplifying the shock as it went through Venus. Her nerves were on fire as she screamed in pure agony, falling to her knees as her whips were disintegrated into dust. Her brain was going absolutely nuts, unsure of what do as the electricity made her body a living hell to be in. She could feel her fibers slowly, very painfully, start to burn away as her neon hair was roasted into a dark green and sooty black, her vision swimming before her eyes as her heart stopped and restarted a dozen times. The mad doctor was watching with a malicious grin on his face, enjoying her pain as she writhed about, unable to do anything to stop the pain that shot through her body.

"Nobody can help you now, you little punk!"

"Think again, Frankenfreak!" a cocky, high-pitched voice cried. Dr. Viktor spared a glance behind him, just Crashhopper smashed his thick skull into his face, knocking him down and ending the electric current that tortured his ghoulfriend. Venus, thankfully still alive and conscious, collapsed, her chest heaving up and down as she tried to clear her vision and speak.

"C'mon, we're getting out here!" Crashhopper cried, quickly running over to Venus and scooping her up in his arms. He then jogged back over to Dr Viktor, was was just starting to make sense of things again, and proceeded to rapidly kick him in the gut, chest, and nether regions furiously. With a one last kick to the groin, Crashhopper bent his legs and shot off into the air, giving an all mighty "Woo-hoo!" as he soared through the air and easily cleared the wall of flames before coming back down to earth, landing in a cloud snow and cracking the bare rock underneath him as he gently set down Venus. She attempted to stand and would have made it had the nerves in her legs not been fried. She stumbled and nearly fell to the ground, Crashhopper quickly catching her and propping her up with his shoulders.

"Back into the base. No arguments." he ordered; Venus didn't even attempt to as Jane, weary from battle, walked her off the field and back into the base towards the med bay. The Omnitrix timed out as a wave of white snow washed over the wall of fire, extinguishing it as the Mutant To'kustar climbed to its feet, now looking seriously annoyed.

"Everyone step back! I'm going Way Big!" Ben warned his friends, who wisely decided to back up as the behemoth stomped towards them, determined to crush them beneath its mighty fists as Dr. Vikot shouted directions from its shoulder. The monster wasn't even listening right now as it marched forward, each footstep shaking the ground as the puny human before it cycled through his magic watch with angst on his face. Ben quickly glancing back and forth between the approaching giant and the Omnitrix gave up on searching for the alien he desired and simply slapped the activation button, hoping for the best as the green light washed over him and began to change his DNA. His skin began to harden into a rich, brown exoskeleton as his teeth fused together into two tough plates. His fingers began to crunch and grind together until they were a single digit, forming a sort of pincer with his thumb as both digits became larger and sharper. His legs bent into long joints as his toes all melted together into a single claw. There was a sickening grinding sound as Ben's legs split in two, forming a second pair of crustacean like legs. The most noticeable change for Ben however, was his head. It simply exploded in size, growing to be almost five times bigger than his human head had been. Whiskers sprouted from his disappearing eyebrows and chin as Ben felt his brain getting bigger and bigger. He could soon see the world more than just a TV show he could interact in. Rather, he literally began to see how the world worked. Complex equations mapped out the quickest and safest escape routes, analyzed the stunned officer's face and body language, cataloged the different ways it could improve the building's circuity. A green and black neck brace and loincloth appeared around his body, the Omnitrix at the center of the neck brace. The transformation was complete.

"Brainstorm? This hardly the time for such nonsense, Omnimatrix!" the Cerebrocrustacean cried indigently. With a sigh, Brainstorm focused his mind and began to use his oversized brain to calculate the situation. "Potentially useful objects: numerous boulders, frozen precipitation commonly known as 'snow', allies commonly referred to as 'friends', and potential mates commonly referred to as 'ghoulfriends'," Brianstorm thought out loud as the To'kustar got closer and closer. "Their advantage: superior size and strength. My advantage: superior intelligence."

"The To'kustar will strike first, using its large size to its advantage," Brainstorm lectured as the Mutant To'kustar drew back a fist and drove it into the ground, sending out an earth shattering shock wave that forced rocks and boulders to jut up and out of the ground at odd angles. "Avoid with levitation ability." Brainstorm added, opening his skull plates and sending out twin jets of green colored electricity that forced him off the ground just as the shock wave converged on the spot where he was moments ago. The electricity blasted into the bare rock, sending up a cloud dust that obscured the To'kustar's vision. "Eyesight incomprehensible. To'kusatr uses loud roar. Send high voltage shock through snow to neutralize." Brainstorm continued, blasting more electricity into the snow as he hovered above the ground and the To'kusatr bellowed. The snow came up in a large tidal wave, smashing into the giant's face as it howled, filling its mouth with snow and blocking its vision as it stumbled about.

"Dodge," Brainstorm went on as large foot came down from the sky, the Cerebrocrustacean simply moving out of the way as the limb came crashing down. "Electrokinetic blast to leg; neutralize all use of limb." he said as he blasted the To'kustar's leg, causing the beast to howl in agony. "To'kustar, now mildly injured swings wildly. Will force Burns and Calaveras to distract while Wolf goes in for the final blow." Brainstorm predicted as Heath slammed his palms down into the snow and sent a wave of fire at the To'kusatr, the flames washing over the giant like a tidal wave as Skelita cocked both of her guns and went wild, peppering the giant's metallic skin and drawing thick, dark red blood when she concentrated on an area for a certain amount of time. The skeleton gracefully and easily dodged the wild swings of the To'kustar as it balanced on one leg, ducking to the ground as an arm swung over her head and just barely missed it by as little as an inch. Skelita then popped back up and sent several rounds at the To'kustar's face, aiming for the eyes.

While Heath and Skelita distracted the Mutant To'kustar, Howleen attacked from the air. While the others had attacked from below, she had waited patiently above, waiting to strike at the exact, precise moment. She soon found her chance, a sudden moment when the To'kustar's arm was raised just so in the right position, and reached into her belt. While she had never been close to Ben, hardly even noticing him despite all that had happened to him during his time at Monster High, she had quickly grown to idolize him. She had watched old internet videos of Ben in his alien forms, fighting against the bad guys with unmatched skill. She had watched and copied, watched and repeated countless times until she had the moves down in her head. And when the war came, she perfected those skills, making up her own and developing a photographic memory that allowed her to learn another's moves within a few precious seconds.

She pulled out what looked like a grappling gun of sorts and quickly fired it off, watching as the hook sailed through the air and wrapped around the To'kustar's arm a few times before tightening into place. Howleen then allowed herself to be yanked into the air, pushing a button on the gun that pulled the rope back in, pulling her closer and closer to the behemoth until she touched her feet down on the skin. She quickly pocketed the gun and ran up the arm on all fours, digging her sharp claws into the To'kustar's skin to hold on as it thrashed about. She set her eyes on Dr. Viktor, how he hung on for dear life and yelled at his creation while beating it as best as he could; in order to take out the giant, she had to take out its master. With this in mind, she reached for the throwing stars across her chest and threw three of them at Dr. Viktor, watched as two of them hit his conductors and the third hit him in shoulder.

With his attention now on her, Howleen proceeded to leap into the air and drive her heel into his throat, knocking him back against the To'kustar's thick neck. Dr. Viktor rubbed the sore spot with a hand before Howleen whacked him across the face with her boot and proceeded to quickly jab her fingers into several pressure points around his collar bone and neck. While he was stunned, she then rammed her head into his gut and grabbed him by the collar of his shirt, swinging him around before tossing him high into the air. She then bent her legs and leaped after him, proceeded to kick and hit him several times over before giving a swift round-house kick that sent him flying towards the To'kustar's head. Or more specifically, its crests.

Not concerned in the slightest for her own safety, she curled up into a ball and fell back to earth like a meteor as Dr. Viktor crashed into one of the To'kustar's crest. The behemoth made a gagging sound and instantly froze up, stuck in an awkward position with one leg in the air and its two arms stuck out to the sides to keep it balanced as Howleen landed in a snow drift a little ways away.

"Lucky shot, Tennyson!" Dr. Viktor spat from another snow drift, too dazed to get up and do anything.

"Not luck! Skill!" Brainstorm corrected. A low, guttural, groaning caught his attention. He turned around on his jointed legs to watch the To'kustar starting leaning forward, unable to balance any longer. "Even with my superior intelligence, to put it lightly, I did not see that coming!" Brainstorm cried out in fear, turning around and skittering away as fast as he could. "RETREAT!" he screamed. The monsters took his lead and scattered in all directions as the giant began to fall, scrambling over snow drifts and boulders as they fled.

Draculaura was running as fast as she could, her chest heaving in and out as she moved her legs. The sky above her was getting darker as the To'kustar's form darkened the ground around her, blanketing the base in a massive shadow created by what little light was available. Ahead of her, Nefera was pulling Cleo forward as they stumbled through the snow with Hoodude running in his usual manner with his arms flung out before him and screaming as loud as possible; unfortunately for Heath, he had gotten too close to the voodoo doll and was being dragged along by an unseen force, painfully bumping over every rock and bump Hoodude ran past. All of her friends were ahead of her, dashing for the safety of the base as the giant above fell. One thing was certain, however: Draculaura was not going to make it.

She suddenly stumbled and tripped on a stone, crying out in pain as her knees hit bare stone. "Clawd!" she screamed as the To'kustar's bulk loomed above her, only half a hundred feet above her and getting closer all the while.

"Draculaura!" Clad howled, whipping around and running as fast as he could to save his love. He didn't know how it had happened, but after the snow wave, he had somehow gotten separated from his ghoul in all the chaos, more focused on taking down the giant and saving the Rebellion than protecting his ghoul.

"My love!" another voice cried out. Clawd immediately whipped his head around towards the source of the voice and saw a flash of bright, green light that blinded him for a split second before a slim, muscled figure raced past him and towards Draculaura, skidding to a stop just above her: it was Whampire.

Clawd gasped as the To'kustar came crashing down on both of them, snow blasting out in every direction as both his ghoul and friend were crushed under the sheer weight of the behemoth. The werewolf cracked open his eyes, unable comprehend what had just happened only a few feet away from him. He had been so close to saving her, to saving both of them maybe. But he had hesitated, and they were lost, crushed under a titan's mass. Clawd remembered hearing Ben say something before dashing into to save his ghoul; the words "My love!" rang in his head. Were Draculaura and Ben secretly dating? Or was it a simple crush on Ben's part that he had simply let slip.

"No . . ." he whispered, forgetting all his thoughts as the realization of the situation suddenly hit him. Ben and Draculaura. Dead. Gone forever. Had Draculaura perished, he and Ben could have simply gone down to the Underworld to retrieve her soul. Had it been Ben, everyone in the base would have rallied together to bring him back. But but both of them were dead. No hope of getting either of them back. He was dully aware of the others coming up behind him, Heath putting a hand on his shoulder as Robecca, Nefera, and Skelita weeped from afar, unable to take their eyes off of the horrible situation.

"He was a good man." Clawd heard Hoodude say sadly.

"And she was a good ghoul." Skelita sniffed.

"At least they'll have each other." Robecca added as thick, black oily tears streamed down her bronze plated face.

A sudden movement caught Clawd's keen eyes. The To'kustar, which had been completely still up until this point, was suddenly shifting slightly. Clawd rubbed his eyes, not quite sure if they were playing tricks on him; they were not. He watched in amazement, elbowing Heath in his croutch to catch his and the others attention as bright beams of green light or energy—Clawd didn't know which—popped out at random spots beneath the To'kustar's chest and neck region before a loud shriek filled the air. The sound was ear-splitting, causing Clawd and Howleen to recoil and howl in agony as the wail pounded against their ear drums. The sound wave swept over everything, blasting the entire base free of snow and exposing bare rock everywhere as the To'kustar's bulk was forced up and off the ground so much so that the titan actually landed on its feet, awake and alert once more.

But none of this was more shocking than what stood in a small crater created by the explosion. With smoke curling off his body as he heavily breathed was Whampire, drenched in sweat as his tongue lolled out from between his fangs, his black and green jumpsuit ripped and torn in several places, exposing pale gray skin. His eyes, normally playful and justified were filled with pure rage that wasn't on the same level as Ben. In fact, Clawd could smell something different about the Vladat; he didn't smell like Ben at all. Where Ben smelled like both sweat and smoothies with plenty of bravery and cockiness to spare, this being smelled nothing like that. It reeked of rage, of raw savagery as whipped its head around to hiss loudly at the giant. Cradled in his muscled arms was Draculaura, out cold but seemingly without injury.

"You shall not touch my love again, foul beast!" Whampire spat, gently laying Draculaura down in the center of the crater. Clawd watched with wide, shocked, and enraged eyes as the Vladat pecked his ghoulfriend on the cheek before spreading his arms and giving them a good flap, taking to the skies and racing right towards the To'kustar's face, his claws balled up into fists. With a loud war cry, Whampire drove them into the mutant's face, blasting its head back as he struck blow after blow. The Vladat was relentless as he raked his claws across the Mutant To'kustar's face, drawing thick lines of dark red across the gray skin as he avoided a large hand. The Vladat swooped back around and landed on the massive hand, grabbing a finger and yanking it back as hard as he could as a sickening pop filled the air. The To'kustar howled in agony as Whampire broke two more of its fingers and its thumb before moving onto the other hand, breaking all four of its fingers and leaving the thumb alone. Whampire then let out another sonic howl that made the giant clasp its broken hands over its ears drums, the Vladat take the opportunity to ram his pointed head into the exposed flesh under both arms, tunneling through muscle and tissue before popping out of the shoulders, drenched in blood.

The alien vampire ignored all of this and continued his merciless assault on the giant, forcing its mouth open and knocking out a few giant teeth before forcing himself down the mutant's throat. The Mutant To'kustar then wailed in agony as it jerked and jolted uncontrollably, Whampire literally tearing through its internal organs without any sign of letting up; Draculaura was thankfully still unconscious when Whampire suddenly tore through the flesh around the stomach region, screeching and tearing through the flesh like some hideous alien parasite. No doubt, several of the titan's bones were broken in several places, its organs utterly destroyed as it stumbled and lurched about, stomach acid and insane amounts of blood pouring out of its many wounds. And still, Whampire didn't let up. He didn't intend to either; this monstrosity had nearly killed his true love, the only girl he had ever fallen in love with since he was brought into this world by the magic watch on his stomach. He intended to make the beast pay with its life, but not before making it suffer.

With utter loathing in his eyes, Whampire continued to tear through the giant's body, ignoring the squealing cries and pleas for mercy; there would be none for those that threatened his queen. After what seemed an eternity torture that would have made Hades himself whimper and hide, Whampire finally ended the Mutant To'kustar's life by digging his claws into the giant's throat and ripping out a section bigger than he was, a waterfall of blood washing over him as the giant finally died and fell on its side.

"WHAT THE DICKENS WERE YOUY DOING!?" Skurd roared from his stomach.

"Protecting my _pequeño murciélago vampiro_," was all Whampire would say as he tossed the section of flesh aside and swooped down low over the red stained snow and over to a particular snow drift. With a feral hiss, he thrust both hands into the drift and yanked out a semi-conscious Dr. Viktor, bringing the Transylian's face up to his own; Dr. Viktor's face instantly filled with dread and fear as his natural predator breathed hot, venomous breath on his face.

"Let me make this clear, you fucking bastard," Whampire hissed, not caring he had spat out such language. "You will not touch a hair on my love's head. You will not harm her in any way. Because if you do, I will spend every waking moment of my life tracking you down and making sure you pay, drawing out your torture until you beg for mercy. But you will not receive any from me, no matter how much you might beg and plead. Because I will make you suffer for everything you have done to my love and my host's love and friends. And that will last an eternity. _Do I make myself perfectly clear?_" he growled, snapping his fangs shut an inch away from Dr. Viktor's nose.

"Crystal." the Transylian whimpered, shaking like a leaf in a hurricane.

"Good. Now get out of my sight, you bastard!" Whampire roared, flying up into the air and swinging Dr. Viktor around like a rag doll, letting go after the momentum built up and threw him off into the distance, not caring if he was alive or not. Satisfied that he had made his point clear, Whampire descended to the ground, exhausted. But he didn't care for his own health. What only mattered to him was that his love was okay. With worry in his eyes, he jogged back over to the crater, not caring he was pushing his blood stained body to the limit as he jumped clear over the wall of concerned monsters that stood between him and his love. He landed next to her with stealth that would have been a ninja jealous and cautiously reached with a hand toward his love.

"Um, dude? Are you okay?" Clawd asked uncomfortably, sliding down the side of the crater and approaching the Vladat with caution. Whampire whipped his head up towards the sound and bared his fangs, hissing loudly as he extended his claws. "Who dares approach me and my love at such an hour!?" he demanded in a cold voice.

"Uh, your love? Dude, she's my girlfriend!" Clawd shouted.

"How could someone as beautiful as she ever love a flea-infested hound like you?" Whampire hissed.

"What? Look who's talking Dead and Pasty! How could anyone like a face as ugly as that!?" Clawd shot back, jabbing a finger at the Vladat, yanking it back just in time as Whampire's jaws snapped shut right where his finger had been moments ago.

"What is wrong with my face?" Whampire asked defensively.

"It's still there!" Clawd roared. "And I'm getting sick of looking at it! Stop flirting with my girlfriend, you two-timing, alien-changing freak!"

"My host has nothing to do with this!" Whampire shot back. "How someone whose species has been feuding with yours for thousands of years ever fell in love with you is beyond me." he added, folding his arms across his blood covered chest and saying incomprehensible things under his breath.

"Excuse me? What did you just say?" Clawd asked bewildered. "Dude, who are you and what have you done with Ben!?"

"My host is currently 'napping', per say," Whampire replied. "I am currently in control, and I will not let you insult me in front of my love!"

"Dude! She's my freakin' girlfreind!" Clawd yelled, clenching his fists and baring his fangs.

"Of which I saved when you failed to do so, might I add!" Whampire shouted. "You should be thanking me!"

"Oh, where are my manners?" Clawd asked sarcastically; he had finally had it. He didn't know what the Sphinx was going on, but he didn't like it. He didn't know if Ben was in control or if this Whampire guy was in control, but he didn't care either way. With a loud yell, Clawd lunged at Whampire and tackled him to the ground, punching him repeatedly in the face as Hoodude and Heath skidded down the sides of the crater to stop their friend, latching on to his shoulders and trying to pull him off. Clawd shrugged them off with ease and continued to pummel Whampire, knocking out several of his fangs and making his eyes crusty and black with each blow. When Clawd was finally pulled off of the Vladat by the combined forces of Heath, Hoodude, Nefera, Cleo, and Howleen, Whampire was barely breathing, glaring up at Clawd with hatred in his eyes.

"Until we meet again, Furball." he spat, slumping to the ground, unconscious.

**And there we go!**

**So much going on, and so little time to write it all. I hope you all enjoyed this chapter as much as I enjoyed writing it. Yes, I will admit the graphic scenes with Whampire and the Mutant To'kustar were a bit . . . _graphic_ . . . but they were absolutely necessary. I apologize for anyone who's dreams have been soiled with nightmares. Maybe I can get Twyla to help you with those.**

**As always, comment, review, suggest, and request down below! We're nearing the end people, so keep those reviews coming!**


	30. What Little Ghouls are Made Of

**Hello, and I'm back with another wonderful chapter!**

**Now I've been getting many reviews that are over all uncomfortable or horrified with what happened last chapter, and I will admit it was a bit . . . gruesome . . . to say the least. And I'm glad it is! I just love giving people a spine tingling sensation :)**

**Moving on, I've been getting a couple reviews asking if the Ever After sequel will ever come. Well I'm here to set the record straight: DUH! Of course it is! In fact, I've already got the first chapter done, but I ain't gonna show it to ya until this fantastic story is over!**

**Also, I would like to thank _Sallem Cortez 004 _for giving me the idea for part of this chapter! Seriously, check out his Ben 10 harem fic sometime. It's really good!**

**As always, comment, review, suggest, and request down below!**

**Onward!**

"How long has it been?"

"Almost four hours."

"How long can he stay like that?"

"Dunno. He once stayed Frankenstrike for nearly two days before the Omnitrix timed out."

"Shhh! I think he's waking up!"

These were among a few of the voices that pounded Whampire's skull as he battled against the darkness. His head hurt, like it had been hit by a freight train, and he felt like his limbs were made of molten lead. His vision, slowly clearing as it was, was still blurry to say the least; all he could see were multicolor shapes against a rather drab background. His vision slowly cleared as his head pounded like a drum, blocking out most of his hearing. He blinked his bleary, green eyes and groaned, trying to put a head to his aching head; he found that he couldn't.

He struggled for a few seconds before his vision finally cleared and he could see where he was. He was in a dark room, though it was as clear as day to Whampire, due to his keen eyes. He was strapped into a chair by leather restraints that held his legs, chest, and wrists, with a double coating of chains for every insurance. All around him were figures that he quickly recognized to be his host's many friends and lovers. Off to his left was Skelita, a rather concerned and cross look on her face as she edged her bony fingers towards her pistol. Spectra floated next to her, concern in her eyes as she tightly held her hands together, for once not eager to have them fiddling around with her iCoffin. In front of him was Twyla, leaning heavily on a pair of crutches with an IV jammed into her arm and a deep scowl on her face that made the Vladat flinch. Behind her was Clawd, and Whampire felt his blood boil and his fangs grind against each other when he saw the werewolf standing there with a deep smirk on his furry face. To Whampire's right was Deuce Gorgon and Lagoona, their expressions unreadable.

"What is the meaning of this?" Whampire hissed.

"You tell us . . . _Ben_." Twyla frowned.

"How many times must I tell you simpletons that I am not my host in any way! I am Whampire Transyl, Heir of Lord Transyl's throne of Anur Transyl!" the Vladat roared.

"Sure you are. And I'm really an Appoplexian smart enough to disguise himself as a handsome Slimebiote." Skurd grumbled under his breath.

Twyla frowned, hobbling towards him and bringing her face close to his, narrowing her eye into a single slit as she starred him down. Whampire glared back with equal intensity, almost deciding to hypnotize the Boogey Girl before him; he restrained himself, knowing that if he did anything of the sort, it would not help his case.

"Bring in Scarah." Twyla ordered through tight lips.

The door to the dark room slid open with a loud _clang! _and a figure drifted in through the door, floating a foot above the ground. She had pale blue, almost white, skin and was incredibly thin; Whampire could actually see her arm bones under her skin. Rusty shackles hung around her wrists, clanking loudly as her faint, raven black hair hung off her head in thick, greasy locks that were frazzled and streaked. Unlike everyone else in the Rebellion, who wore leather outfits and many pieces of armor, the thin girl wore a ripped and torn dress that hung off her fragile frame.

"Scarah, if you would." Twyla asked, scooting aside to allow the banshee to float by, her feet not visible beneath her dress as she floated above the ground. She delicately set her fingertips on Whampire's scalp, closing her eyes as she reached out with her mind to read his own. She searched through his memories, her eyes forced open as they glowed a pure white, her black lips parting to suddenly scream; it was not a scream of agony or fear, nor was it loud enough to seriously hurt anyone, but it made everyone within the room wince and cover their ears as an invisible wind picked up and made Scarah's dress float and twist as if it were in a storm. The small amount of chaos soon stopped and Scarah dropped to the ground, falling to her knees as she rubbed her aching temples.

Well?" Deuce pressed.

"He speaks the truth." Scarah moaned, little more than a whisper, fading away through the floor to parts of the base unknown.

"What did I tell you, fools?" Whampire frowned. "My host is not responsible for anything I do."

"And by host, I assume you mean Ben?" Spectra asked.

"Don't forget that I'm actually attached to this creature!" Skurd yelled from the Omnitrix, though the others ignored him.

Whampire slowly nodded, his cold heart melting slightly under Spectra's concerned look. He was only starting to realize how much trouble he was causing his host and many loves, and couldn't stand to have someone whom he shared so much with lose someone like Spectra. He sighed and sat back in his chair, his head throbbing from the recent probing.

"The Omnitrix occasionally allows its many DNA samples to take it over for certain circumstances. This has happened in the past when my host's Methanosian form went through puberty and his Necrofriggian form was with children."

"Wait, wait. Big Chill's a girl?" Deuce asked, cocking an eyebrow from behind his classic red shades; it was one of the few mementos he had managed to save from his past life as a student at Monster High before the war started, his usual jacket and jeans replaced by leather pants marked with chains and rips and an iron chest plate with coiled snakes on the front.

"No," Whampire corrected. "Necrofriggians produce asexually once every eighty years."

"And why exactly have you taken over Ben for the time being?" Twyla asked.

"And what the heck does it have to do with my girlfriend!?" Clawd spoke up, rather ticked off.

Whampire sighed. "As my species is on the very brink of extinction, with me being the only Vladat in existence, I am beyond lonely. It seemed I was doomed to be without a purpose, to only be let out into the world on the whim of a boy with a magic watch that could change his shape at will. And then met her," the Vladat sighed happily. "She was a thing of beauty, an angel among mortals. I fell in love with her, loved her with every fiber of my being. And then she was taken from me."

"Who?" Lagoona asked.

"I know who," Clawd frowned. "Draculaura."

"Yes," Whampire admitted sadly. "I fell in love with her. I simply could not stand to see her with someone who was so unlike her in so many ways, I could not bear to see her hurt by any means."

"I would never hurt her!" Clawd yelled.

Whampire frowned. "You, a mere Loboan-"

"Werewolf." Clawd corrected.

"Yes, werewolf. You would finally put aside the differences that kept you and your loves species feuding for hundreds of centuries? You would cast all that aside for the one you love?"

Clawd nodded.

"How do I know you are not lying? How do I know you will not leave her alone and leave her because of your senseless feud? How do I know you will not protect her like I have when she can no longer defend herself? Answer me that, you mutt!" Whampire demanded.

"Why you-" Clawd growled, cracking his knuckles and shoving his sleeves up his arms, ready to pound some sense into the restrained Vladat.

"Enough!" Skelita yelled. "We shall settle this here and now," she said in a voice that said that there would no arguments of any kind. "Bring in Draculaura. She will decide who she wants to go with." No one argued when Skelita left the room and came back a few minutes later with a nervous Draculaura in tow. Skelita explained why she was there as everyone continued to glance back and forth between Whampire and Clawd, tension building between the two as they glared at each other; if it weren't for the restraints and Draculaura's presence in the room, they would have surely been at each others throat.

"So . . . I have to chose between one of them?" Draculaura asked nervously. She had recovered quickly since being nearly crushed to death by the Mutant To'kustar; had it not been for the valiant efforts of Whampire, she would have surely been crushed. Thankfully for her, her hero had been washed free of layers of blood that he had been covered in when he had practically lost it.

"Yep. Pretty much." Deuce sighed with boredom, leaning back against a wall with both arms folded over his chest and a dagger twirled around in his hand. Spectra floated up near the ceiling, playing with her hair nervously as Lagoona cleaned her fingernails with her teeth, which had been sharpened and curved in the past years.

Draculaura bit her lips and glanced back and forth between the two monsters. Which one would she chose? She could chose Clawd, who had been loyal to her even when she had vanished from existence for fifty years and had been with her since their days at Monster High, or she could chose Whampire, who sworn to protect her for as long as she lived promised to never let anything bad happen to her? She glanced at Clawd and saw his pleading puppy eyes. She glanced Whampire and saw his incredible paitence and undying love for her. Which would she be happier with?

"Uhhhh . . ." Draculaura whimpered. Why was making decisions so hard?

"My love, listen to me," Whampire pleaded. "I can give you anything you could ever desire, anything you could ever want. I am the heir to Anur Transyl, the rightful ruler to an entire planet of monsters who will all bow down to you as their queen. You will be forever remembered, immortalized for the entire galaxy to remember. This I offer to you if you chose me."

Draculaura was listening, slowly nodding her head as she processed all Whampire offered her. She then turned to Clawd who looked like he was about to blow a gasket and simply blow. Then he merely sighed and turned around to leave the room in defeat, his heart shattered into a million pieces.

"I-I've made mind up," Draculaura stammered, glancing back and forth between the two monsters. "But please untie Whampire first." she asked. Everyone immediately turned to face Twyla, who steely nodded her head. Decuce sighed and reached into the pocket of his pants, pulling out a remote control and pressing a button with a finger; the straps holding the Vladat in place retracted into the chair and the chains slipped off his body. He climbed to his feet and stretched out his sore limbs and cracked his aching fingers as Clawd turned around and leaned against the door frame, awaiting the inevitable.

I choose . . ." Draculaura hesitated. Was she making the right decision? She sucked in a deep breath and calmed her nerves, focusing on the feeling she had felt when she had been first training with her nunchaku, how powerful she felt, how invincible she was. Everyone was looking at her with tense expressions, all curious or concerned over who she might chose. Would she stay loyal to her boyfriend or would she chose to become a high and powerful queen?

"I choose . . ." Draculaura began as everyone held their breath, the outcome of the situation unknown and as changeable as the clothes on their backs.

"Clawd. I want to be with Clawd." Draculaura said happily. Clawd immediately perked up as Draculaura strolled over to him and planted a kiss on his cheek, turning red as she scratched him behind the ears and he panted happily.

"I'm sorry," Draculaura apologized to Whampire. "The offer was nice, it really was. But I don't want to be a queen, no matter how amazing it may be. I just want to be regular old Draculaura." she smiled.

Whampire sighed and smiled sadly. "As you wish, my love," he said as a loud beeping sound filled the air. Everyone perked up at the sound and turned to Whampire, their eyes trained on the Omnitrix that resided on his stomach; it was flashing red.

"Whatever you're going to say, you better say it quickly!" Skurd announced.

"I may not have you as my mate, but I will let you have whatever makes you happy. And if being with Clawd instead of me is what makes you happy, then so be it." he said sadly as the beeping became louder. "Just know that you will always be my _pequeño murciélago vampiro_." he lamented. "Farewell, my love."

With an explosion of light and deactivation sound, Whampire was engulfed in a wave of green light and returned to the Omnitrix. Ben reemerged and collapsed back into the chair, exhausted despite having been asleep for the entire Whampire had been in charge.

"Oh, my aching head. What the Sphinx happened?" Ben groaned he rubbed his head.

"Whampire just took over, dude," Deuce smiled, twirling his dagger in his fingers. "Apparently he had a crush on Draculaura."

Ben remained silent. "Okay, this is getting ridiculous. First Ghostfreak, then Big Chill, then Swampfire, and now Whampire. Who's next Molestache!?" Ben practically screamed with annoyance as everyone else laughed.

"Uh, now that I think about it, did I, Whampire, whoever, do anything I'll most likely regret?" he asked. The others all thankfully shook their heads no. Ben sighed with relief and got up from the chair to leave the room, smiling as he passed Draculaura and Clawd. The others soon left afterwards, going their separate ways to attend to their separate schedules. Except for a certain monster, that schedule involved Ben.

She didn't quite know why she was doing it, but she felt like if she didn't do it she was going to do more than just regret it later. She felt like if she didn't do now rather than later she was going to die. This was why she was stalking after the watch-wearing hero. Or rather, she was creeping through the air ducts after him, her normally filed nails now sharp claws and her curved teeth dripping excess amounts of saliva from her lips. She was breathing heavily, sucking in air through her gills rather her nose and racing after Ben with the ferocity of a feral animal. And all the while he was unaware of this, despite the noise.

Ben sighed and ran his fingers through his hair. It had happened again; he had lost control over the Omnitrix to his transformations. Azmuth assured him that it didn't happen very often, but Ben couldn't help but feel that watch that resided on his wrist was in more control of him than he was of it. His thoughts were shaken from him was he was suddenly grabbed roughly by the shoulder and pulled into a closet, which turned out to be a janitor's closet of sometime (Ben could not say he ever recalled seeing a janitor in the first place though).

"What the- Lagoona? What's going on?" Ben asked, lowering his hand away from the Omnitrix. Indeed it was the sea monster, absentmindedly sitting on a crate of cleaning supplies and starring at him with her wide, blue eyes.

"H-hey, Ben," Lagoona said, trying to force down her stammering; if she was going to try and get things to go her way, she had to play her cards just right. Too quick, and he would run away faster than Clawd pouncing on a T-bone steak. Too slow, and she would never get another chance. She sucked in a deep breath through her gills and exhaled, running her webbed fingers through her blonde locks to calm her nerves.

"Whats all this about?" Ben asked, leaning back against the wall of the closet, arms folded over his chest. Good; she had a chance to subdue him before he made it to the Omnitrix. She sucked in another deep breath through her gills and spoke. "I just, ya know, wanted to thank ya for bringing me back and all." she said.

Ben nodded. "Uh, okay. Your welcome," he said as Lagoona hopped off the box and walked the short distance over to him, shaking her hips in a seductive manner. Ben caught this and cocked an eyebrow and Lagoona leaned against the wall with him, her shoulder brushing his.

"If there's anything I can do to repay you, I'm always available." she purred, dancing her fingers across his shoulder and making him shiver slightly.

"Um, okay?" Ben said awkwardly. "If that's all, I just be going then." he smiled nervously, slowly making his way to the door. Lagoona lashed out and grabbed his wrist, squeezing it tightly and pulling him back towards her, slamming him against the wall and pressing her body to his.

"But don't you want me to thank you now? I can make you feel good," she whispered in his ear, rubbing her body against his and sending shivers down her spine. "I promise I'm good."

"Uh, yeah, I'm sure you are," Ben said nervously; the situation had quickly gotten out of hand and he was not liking it one bit. "But, uh, I don't think Gil will like seeing this!"

"That little guppy? He doesn't have to know," Lagoona purred, her tongue sliding out from between her sharp teeth and lightly tracing itself over his neck. "it can be our little secret." she whispered, tracing her webbed hand down his chest and stomach towards his nether region. That was the final straw for Ben. With a panicked yell, he threw Lagoona off of him and quickly turned on the Omnitrix, slapping the activation button without looking at what alien he had selected.

He grew upwards by a couple of feet, his skin becoming tough and more resilient as it covered his entire face. He could no longer see anything by light shining through the folds of skin over his eyes before his eyes vanished altogether. His ears moved to the top of his head and grew to a large size, becoming more like flaps on his head rather than small disks. Sharp teeth his mouth as sharp claws grew on the ends of his fingers and his toes burst out of his shoes. Then suddenly, he could see again. At first he just saw a curious Crüjo and Robecca before him with a rather bored Zs'Skayr floating in the air above him. Then he could suddenly see behind him, looking at a pile of burning rubble. Then he could see to his left and then his right, and then above him, and below him, until he could see in every possible direction as a pair of black and green shorts appeared below a green belt with the Omnitrix and Skurd on it, completing the transformation.

"¡_Eye _caramba! I'm outta here!" Eye Guy cried as he closed all the eyes on his body. A single eye suddenly appeared in the center of his chest and blasted a cavernous hole in the wall with a blast of green energy. The Opticoid dashed out into the hallway and ran left, pumping his arms up and down.

"Beeeeeen, come back!" Lagoona whined from the closet as the sounds of cleaning supplies being tossed aside met Eye guy's bat-like ears. The Opticoid chose to ignore the request and continued running away, turning down corners and back tracking several times when he was sure Lagoona was far behind him. He eventually came to a stop outside of the Mess Hall, glancing at his surroundings and sighing with relief when Lagoona was nowhere in sight.

"What the heck is going on with her?" Eye Guy wondered, leaning against the door frame to rest.

"Maybe she has a bone to pick with you?" Skurd suggested.

Eye Guy scoffed. "If only. You saw the way she was acting. She clearly wants to get nice and personal with me. In a dark room with no cameras, no supervision, and no chance of anyone finding out about anything that happens in bed." he grumbled just the air vent above him fell on his head and Lagoona jumped out, pressing the vent into his face as he landed on him and then onto the floor. Eye Guy stumbled around, pulling the grate free from his face and casting it aside, holding out his hands and watching with a grim expression as twin jets of fire shot out of the eyes on his palms. Lagoona simply ducked before the flames and into Eye Guy's personal space, a devilish grin on her face.

"Oh, no you don't!" Eye Guy yelled, balling his hands into fists and attempting to land a blow to her head to knock her out. Lagoona however, saw it coming and blocked the attack, and the two were soon locked in combat, trading attacks and blows and blocking each other with ease, meeting each other fists to fist. It wasn't until Eye Guy managed to finally sock her in the face and send her skidding back a few feet, blood dribbling from her nose, did Eye Guy manage to catch a breather.

And then the Omnitrix timed out.

Ben yelped with surprise as the Omnitrix timed out and changed him back just as Lagoona pounced on him, pinning his arms and legs to the ground as she licked her lips hungrily. She then jabbed her face down, ready to kiss Ben for all she was worth. Ben jerked his head to the side as Lagoona was about to hit her mark and instead hit the floor with an annoyed hiss. Now slightly irked, she grabbed Ben's face with her hand, pinning his shoulder down with her elbow as she edged her face closer to his.

"Skurd!" Ben cried helpessly.

"I'm on it!" Skurd saluted, cycling through the Omnitrix and coming across a suitable alien, pressing down on the waiting activation button. Muscles quickly piled themselves onto Ben's arms and chest, short, brown feathers sprouting up from his skin to cover them. His and mouth melted together like butter, hardening into a yellow, horny beak as teeth lined them. The feathers continued to cover his body, racing up over his back and stomach, growing on nearly every inch of his body. Ben's wrists and ankles began to harden as thick scales appeared on them, his fingers molding together into three digits. His fingernails grew longer and bigger, becoming curved and black as they turned into talons. His toes all formed together into two long digits, his heel bone grinding against his foot as a third toe popped out behind them, the toenails growing into long talons. A white plume appeared on Ben's head, looking like a Mohawk of sorts as a pair of large, sharp blades grew out from his elbows. Green wrist and ankle guards materialized on his body, as well as a pair of black briefs and green and white striped belt. A green mask fit over his face as a green strap vest appeared on his body, the Omnitrix and Skurd appearing on the vest hooker.

"Get off of me!" Kickin' Hawk demanded, jerking his feet under Lagoona and thrusting them upwards, shoving her off of him and into the ceiling before she dropped down to the floor, unmoving. Kickin' Hawk wasted no time and took his leave, running through the Mess Hall doors and into diving over the counter and ducking behind it as the sound of the doors opening met his ears.

"I know you're in here, sweety," Lagoona purred, a sound that sent shivers down Kickin' Hawk's spine. He was trapped in the Mess Hall, the only exit from the room being blocked by his crazy friend. He frantically looked around for something, anything that would give him an advantage and hep him escape as Lagoona edged closer and closer to the serving counter, savoring the moment. Just as she was about to pounce over the side and tackle her love to the ground to mate with him whether he wanted to or not, he suddenly jumped into view, a determined look on his face and an armload of tomatoes in his arm.

Armed with squishy fruits at the ready, Kickin' Hawk hurled the tomatoes at Lagoona, splattering her all over her body as he continued to dodge her attacks. When he ran out of tomatoes, he grabbed leftover sandwiches from the serving counter, throwing them at Lagoona in the hopes that they were keep her busy while he ran; it was a wonder no one had heard the noise and come to his aid already.

"What's your problem!?" Kickin' Hawk screeched as Lagoona dodged and ducked under the flying foods, getting up under his guard once more and delivering him a knuckle sandwich that threw him into the opposite wall. She was covered in tomato juice and lettuce, bits of bread and mayonnaise dripping from her blonde and blue locks. She didn't care though; to her, it would make the process all the more interesting as she sauntered up to him, a hungry look in his eye as the Omnitrix once more timed out.

"Why does this keep happening!?" Ben whimpered as Lagoona pounced on him and began grinding herself asking him, moaning as she wrapped her arms around his neck.

"Its because of how long you stayed as a Vladat, dear boy! Due to the extra usage during the To'kustar attack and afterwards, the Omnitrix only has enough juice to keep you transformed for so long!" Skurd replied.

"Well do something before we both regret it!" Ben pleaded as Lagoona grabbed his face to try and kiss him again. Skurd once more turned on the Omnitrix and cycled through the available transformations before choosing one and pressing the activation button, a green light washing over them both. His fingers quickly fused together into razor sharp points as his wrists and arms became wider and harder, like semi-flattened blades. A small, pentagon-shaped notch appeared in the inside of his arm just before the joint, a sharp blade popping out at the elbow. His skin turned a tough red, the points and blades turning a bright white as black lines etched themselves across Ben's arms. His arms became thinner the rest of the way up as muscles piled themselves into the shoulders and chest region. His feet morphed into sharp points similar to his hands, sharp blades popping out on his knee caps as more black lines appeared on his body. His face split into three, rounded horns, each of his two now entirely green eyes sitting on a horn as the Omnitrix appeared between them on the third. The final piece of the transformation was the addition of a pair of black briefs, green and white belt, a green strap vest and a pair of green shoulder pads.

"Razredge!" the Parae Cortarix cried, driving his pointed hands into the wall behind swinging the lower part of his body up, pushing Lagoona off of him and driving him pointed feet into the wall. Razredge then quickly made his way to the ceiling, driving his pointed feet and hands into the metal so he could crawl like a gecko. He made his way over to the door as Lagoona followed from below, jumping and trying catch him, but missing every time as he quickly made his escape.

"I need to find Ghoulia! Hopefully she can explain what the Sphinx is wrong with Lagoona and help me fix it!" Razredge cried as he raced down the hall on the ceiling.

"Do you really need to narrate yourself?" Skurd asked him.

"Well, it's not like anyone is going to do it."

"You sure about that?" Skurd asked him, not quite believing him.

"Look, you're either with me or against me! So either help me or shut up!" Razredge shot back as he made a right. Skurd sighed and oozed himself over Razredge's back, forming an exact duplicate of Astrodactyl's jet pack.

"Now we're talking!" the Parae Cortarix cried happily, pushing himself free from the ceiling and activating the jet pack, shooting forward down the hall and blasting Lagoona back, buying him some time as he zipped and zoomed down different hallways, slicing through the automatic doors when they were too slow and didn't open fast enough. He soon found himself outside of the med bay and dropped down from the air, rushing inside the room as the Omnitrix timed out. Ben then quickly slapped his hand on the auto-lock controls, sealing him and whoever was in the med bay inside and preventing anyone from outside from getting in.

"Ghoulia! You gotta help me!" Ben cried, grabbing the zombie by the shoulders and shaking her like a rag doll in panic.

"Ahhaaaaiiieeeeaa?" Ghoulia managed to ask through the shaking motion.

"It's Lagoona! She's gone crazy! She keeps on trying to get me into bed with her, and she won't stop until I do!" Ben cried, diving behind a hospital bed and cowering there. "I don't know what's going on!"

"To be fair, you don't really know what's happening quite a lot, dear boy." Skurd joked. Ben glared at him as Ghoulia took off her glasses and rubbed her eyes; too much had happened so quickly in the base. It seemed only a day ago when Ben had given her legs back and less than six hours since the To'kustar attack. It was as if some higher being was intentionally making things difficult for everyone it ruled over just because it might please them and some higher audience or crowd.

"Haaaaaayyyyyyyyiiieeeee," Ghoulia began to explain. "Iiiieeeeeaaayyyaaaahhhh."

"Seriously? What are the odds?" Ben wondered with disbelief just a loud pounding sound picked up right outside the med bay doors. It didn't take a genius to figure out it was Lagoona trying to get in.

"What? What did she say?" Skurd asked.

"She said that it's a combination of two things," Ben began, ducking down behind the bed and hoping the door would hold. "First off, Lagoona's in heat. She'll try and mate with the biggest, baddest, strongest male sea monster there is."

"I'm not sure if any of you have noticed this or not, but you are not a sea monster!" Skurd yelled angrily.

"It turns out there may be exceptions to the rule, depending on which sea monsters are available. And if the sea monsters available don't meet her standards, she'll mate with any male who meets them." Ben explained.

"I still fail to see how you are so big and strong and almighty." Skurd grumbled.

"It's also another thing. Every hundred years or whatever, the tide of the oceans changes or something, and it affects sea monsters. It makes them have mood swings, gives them incredible strength, or it can make them do the most unlikeliest thing in the world."

"Which would be getting all cozy with you." Skurd summed up.

"Pretty much," Ben sighed as a loud explosion filled the room and blasted Ben and Ghoulia to the opposite side of the med bay, throwing them and the medical beds against the wall. Ben groaned, pinned and trapped under two beds that pinned his lower body and dialing arm just so; he was unable to access the Omnitrix as Lagoona staggered through the remains of the medical bay doors, smoking curling from the edges.

"You wouldn't believe what they leave lying around in a place like this," Lagoona smiled sexily as she walked over to Ben, swinging her hips. Her hands traced themselves up her body as she slipped off her leather jacket and ever so slowly took off her shirt, apparently teasing Ben as she watched him with loving eyes. Ben however, had his eyes jammed shut, trying to get out from under the beds as Lagoona continued to strip, now taking off her pants and casting them aside.

"You better not be oggling over her, Snot Rocket." Ben growled.

"Believe me, I am not." Skurd shuddered, covering his beady eyes with his tentacles.

"Turn me into something to get me out of here before it becomes unpleasant for both of us!" Ben screamed as Lagoona strolled closer, now completely naked with nothing except her combat boots on; not that Ben could see it. He still had his eyes closed.

Skurd quickly spun through the roster, searching for a transformation that could help him and his host escape. But whenever he tried to access a heavy hitter like Four Arms or Humungousaur, he would always get a little flashing signal, claiming that the transformation was unavailable at the moment. Meanwhile, Lagoona edged closer and closer, cupping her bare breasts in her hands and licking her lips as her future mate-to-be continued to struggled and try to crawl out from under the beds. And it seemed Ben would have been doomed right then and there had Lagoona not suddenly been hit from her right, blasting her into the wall as Ben managed to finally get out from under the beds.

Ben turned to see Ghoulia trapped beneath a few of the hospital beds, a smoking Ball Weevil Plasma Ball Launcher clutched tightly in her hand.

"Nice," Ben smiled. "We'll be back to get you out as soon as we handle this." Ben told her as Lagoona pried herself free of the wall and landed on the floor, a low growl escaping her lips as she stalked closer to Ben like a jungle cat, the watch-wearing hero trying desperately to keep his eyes off her unmentionables.

"Aha!" Skurd cried in triumph as he pressed down on the activation button, a green light washing over Ben and forcing his DNA to change into something it never should have been in the first place. His skin went from being soft and warm to hot and hard as concrete. Rocky bumps formed on his wrists and shins. His shoulders became broad and massive, so large that he had no neck at all; his face face was stuck right in the middle. His mouth became wider and almost forever stuck in a toothy grin. His fingers swelled in size, and Ben could feel a slight tingling sensation at the tips. He felt a strange feeling as his guts all move upward into his chest as a swirling, hot magma center filled their space. His toes melted into one smooth, rounded foot. A pair of black shorts with green stripes appeared on him as the Omnitrix suddenly appeared on his forehead, completing the transformation.

"Gravattack? Ugh, I guess." the Galilean sighed, his rocky head and back pressing into the ceiling.

"Ohhh, want to play big and rough, eh?" Lagoona purred, licking her lips. "I like it!" With a hiss, Lagoona lunged at him, her fingers extend like claws and prepared to pounce on him and ravage his body in any manner she pleased. Gravattack merely raised up a hand and caught her in his fingers, closing them tightly around her and holding her fast. No matter how much she wiggled and squirmed and tried pull herself free, she couldn't. His grip was too firm.

"How long does this last?" Gravattack sighed with relief.

"Ahhhhhhiiiuuuuhhh" Ghoulia answered as Gravattack raised his other hand, a glowing disk materializing from thin air. The beds pinning her to the ground suddenly levitated free, their gravity manipulated so that they were as light as balloons.

"Twenty-four hours? Aw, man." Gravattack sighed as the Omnitrix timed out and reverted him back to his human form.

"Again with the 'aw, man'." Ben sighed as Lagoona fell to the floor, landing on her hands and feet. Faster than Ben could react, she was upon him, rubbing and shifting her naked form against his, her arms clasped tightly around his back, pinning his arms to the side as her legs held his own in place. Without hesitation, she planted her lips on his, forcing them open and slithering her long, extendable tongue over her razor sharp fangs and into his mouth, running it over his tongue and teeth before sliding it down his throat as she moved and twisted her lips, moaning as she shifted the lower part of her body against his.

As much as Lagoona was enjoying it, Ben most certainly was not. His conscious mind was recoiling in fear and disgust, but mostly fear; Lagoona was not an ugly ghoul by any means and this did not help Ben in trying to quell his body's desires. He could feel his pulse racing, his hormones screaming off the charts as Lagoona continued to pleasure herself as Ben continually tried to pry himself free. Lagoona would have none of it and merely held onto him tighter as she began to undress him, sliding her hands under his back and slowly slipping his shirt off his struggling body.

"Skurd, where are ya?" Ben's muffled voice pleaded.

"Working on it!" Skurd announced as he continued to cycle through the Omnitrix.

Lagoona seemed oblivious to the Slimebiote as she continued to ravage Ben, having parted from their kiss to trace her long tongue over his bare chest and neck, lightly nibbling him; Ben had to sorrily admit that whatever she was doing was working. He found himself slowly, very slowly, start to give in to Lagoona's want. He found himself suppressing the panic that ran through his blood, his mind reasoning that if he just gave up and did what Lagoona wanted that it would be over quicker. He might even enjoy it.

But the other half of his mind was raging like a hurricane, telling him to continue to fight and run away until Lagoona was knocked out and restrained. It wisely told him to continue struggling so that he and Lagoona would be happier in the long run with their respected lovers and not with each other. Ben decided to listen to this half and finally managed to free his arms. With a grunt, he grabbed Lagoona by the shoulders, his hands sliding past her bare breasts and making her shiver with pleasure before he forced her off of him and managed to switch positions with her. Now with him on top of her and restraining her tightly, Skurd had finally managed to come through and get a suitable transformation.

Without hesitation, he pushed down on the activation button and watched as the green light washed over his host's body. His skin hardened and turned a blueish-purple in color, a few dark spots appearing on his expanding shoulders. Muscles piled themselves onto his chest and arms, metallic nozzles sprouting from his shoulders and arms and connecting directly into his bloodstream. More nozzles formed on his body, his feet forming large single toes as he lost a single digit on his finger. A green colored containment suit of some kind, green gauntlets forming on his wrists and white gloves on his hands. The finally pieces of the transformation were more nozzles on his head, shoulders, and body and the Omnitrix and Skurd forming near his mouth, acting like a gas mask of some kind.

"I'm not even gonna attempt ta make a joke about this," Gutrot grumbled as his insides gurgled and rumbled, mixing several chemicals together until he found the right one. It was then that Lagoona managed to free her legs, slapping them together and thrusting them into Gutrot's gut, pushing him off of her. While he was dazed, Gutrot continued to mix the chemicals within himself together; too little of one chemical and the solution would not work. Too much, and the consequences could be deadly. While he was doing this, Lagoona had climbed to her feet and was stalking closer to him, for some reason wanting to savor the moment before she ravaged him once more. And Gutrot had to admit, she had a nice body too.

"Finally! Ghoulia, plug your nose!" Gutrot yelled as he forced the noxious gas out of the many nozzles on his body and into the air, directed more so at Lagoona. The sea monster didn't even seem to notice the gas was there as she switched to her hands and knees, crawling closer and closer with a hungry smile on her face, shaking her ass for Gutrot to see. It was only when she climbed on top of him and looked ready to stop playing games and get to the main event did the gas finally kick in. Due to her double respiratory systems, her gills and nose, the gas worked much quicker on her than on other beings as she slumped down on top of Gutrot, unconscious.

"Man, am I glad that's over with." Gutrot sighed with relief as he climbed and pulled Lagoona's unconscious, naked form off of him. "We better get her locked up. And clothed too." he added.

"I couldn't agree more." Skurd shivered.

* * *

Chromastone sucked in a deep breath of fresh, freezing cold arctic air. It was nice change from the stale, hot and kind of depressing atmosphere back at the base, and he glad to be finally out on a mission. If only it could have been with more people he actually liked.

As he flew through the air, Clawdeen and Toralei zoomed through the snow on twin snowmobiles, conversation between the two groups almost absolutely none. And despite their past team up to rescue Gigi from the first of Zs'Skayr's fortresses, the pair were still hostile towards him. On the bright side, Frankie had decided to come with them this time, with permission from her parents of course, and was currently riding on Clawdeen's snowmobile, trying to strike a conversation with her. Jane had also accompanied them, eager to test out her newly honed powers.

The main reason he actually decided to put up with Clawdeen and Toralei's bad attitudes in the first place was because he needed out of the base and fast. Minutes after waking up in solitary confinement, a circular room with high, bullet-proof glass windows above for observation with nothing but a bolted down bed and a toilet to decorate the stark, white room, Lagoona had gone absolutely nuts. She had screeched like a wild animal, clearing the distance between the floor and the windows with ease as she attempted to break through them and out into the world. Anyone who entered her room was mauled and maimed in her attempts to get out, and all efforts to try and calm her down and talk it out were fruitless. She even refused to stay clothed, tearing her garments off and ripping them to shreds as she tried to break out of the room. Chromastone shivered at the memory of watching her reduced to such an animal-like state, the memory further horrifying when they tried put Gil into the room to try and calm her down. The results had not been pretty, and Gil was currently lying in a hospital bed, unable to breath out of his left lung or use his right arm and leg; his helmet had miraculously made it unscathed before he was able to be rescued from Lagoona's wrath. And all the while she kept on screaming for Ben, begging for him to be let in with her to the point where she actually burst out into anger stricken tears and had to have knock out gas injected into her cell.

He returned his thoughts to the real world and saw a structure rise up in the distance. It appeared to be a tall, ancient looking tower of some kind, stretching perhaps a couple hundred feet into the sky. On further inspection, Chromastone could see a deep moat surrounding the tower on a small island, a rickety old bridge with guards on both ends being the only way in and out. A soft glow came from the ring around the tower, and Chromastone could only assume that molten lava filled the ring to the brim.

"We're almost there!" Chromastone called down to his partners.

"I don't believe I ever asked you to talk to me, _boy_." Clawdeen growled, ignoring the concerned look Frankie had trained on her. Why couldn't she see that the shape-shifting freak was nothing but trouble. Why couldn't she see that he was too childish and cocky to deserve the honor of being in something as glorious and as important as the Rebellion? In fact, he was too darn childish to even have the honor of wearing the device that was permanently attached to his wrist. Why someone who claimed to be the smartest mind in five galaxies let a mere child wield the universe's most powerful weapon on his wrist was beyond her. As far as she was concerned, she and the Rooters he had told her stories about in the past shared a lot in common, and not just their noble attitude.

While she wasn't ready to jump head first into a complicated scheme that would most likely blow up in her face, or jump head first into any plan for that matter, she and her partner could not go against what their leader said. And what she said, went on without question, even if she proclaimed that Ben was to be treated with the same amount of respect she was given on a daily basis. The thought irked her to no end, but she was not about to go against anything her leader said, no matter how much she disliked it.

With a sigh of disgust, she urged her snowmobile forward, the wind ripping through her fur as they pressed on. Eventually, they made it to within a quarter of a mile of the bridge before they had park their snowmobiles and travel the rest of the way on foot, lest they be seen premature and taken out before they could complete their mission.

"So, what are we up against anyways?" Frankie asked; she had missed the mission briefing to try and convince her parents to let her go, and thus had no idea what was going on.

"Our top priority is take out the magic shields that positioned at this location," Toralei growled. Her hatred for Frankie and rest of the ghouls (Clawdeen excluded) had not subsided one bit over the past fifty years.

"Magic shields?" Jane said with skepticism.

"Yes, magic shields," Toralei sighed with annoyance. "Zs'Skayr's had time to figure out a way to block out the more powerful of Gigi and Whisp's abilities. If we don't take them out, we won't be able to do anything constructive and we'll be at a stalemate. Honestly, how I managed to get stuck with such morons is beyond me."

"In case you've forgotten, one of these 'morons' has saved your butt and everyone else's butt more than once. In fact if it weren't for me, you'd probably be Way Bad toe cheese!" Chromastone frowned.

"Don't care." Toralei ignored the comment and pressed on through the snow, Clawdeen following after her and ignoring Frankie's pleading glares. The werewolf still liked Frankie, she truly did. But there was no way the simulacrum would ever get her to like Ben for as long as she lived. Jane sighed and walked after them, shifting her body into that of a lavender wolf, traveling through the knee deep snow in leaps and bounds.

"What's happened to her?" Frankie sighed, lagging after them.

"You besides the fact that Clawdeen can't stand my guts?" Chromastone asked, walking beside her as the group trekked the short walk to the bridge.

"I don't get why she's so hostile all of a sudden," Frankie said sadly. "Up until all of this happened, she was actually starting to warm up to you."

"And then you disappeared."

"Huh?" Frankie cocked an eyebrow.

"She's so mean to me because she blames me for your disappearance," the Crystalsapien explained. "When you and Draculaura, her closest friends, disappeared from existence thanks to Maltruant, she pinned the blame on me. If Paradox hadn't sent me here, none of this would have happened: you wouldn't have met me, I wouldn't have met you, and none of us would be in this mess. You would just go about your life as a high school student and I would continue being my universe's greatest hero." Chromastone grumbled.

"But I'm glad I met you!" Frankie protested. "I mean, sure getting kidnapped wasn't fun, but I've had a better time than before you came into my life! And to be honest, I don't think I was very good with boys until I met you." she admitted.

"Most likely because I have such bad luck with girls back home." Chromastone chuckled.

"If you two are done chit-chatting, do you mind keeping your voices down?" Toralei hissed. Frankie and Chromastone quickly dropped to the ground and army crawled over to their partners, peering over a snow bank to study the guards. There were four in all, two on one side and two on the other. All of them were big, huge, burly, and all around disgusting group of mutated Tetramands with what looked like twisted slugs oozing all over their bodies; Frankie shuddered at the sight.

"So what's the plan, oh glorious leaders?" Chromastone asked sarcastically.

"How about stay back and let the professionals handle this?" Clawdeen snapped, cocking her gun.

"Excuse me, but how many times have you saved the universe?" Chromastone asked her, serious annoyed with the ghoul's attitude. "None. Zip, zero, nada. Me, hundreds of times."

"Technically four." Skurd corrected him.

"Well at least I saved it!" Chromastone rasped back. Clawdeen rolled her eyes and gave Toralei a series of rapid hand gestures, signaling that she would take care of the first batch of guards while she handled the other two. Toralei nodded, and the two ghouls slipped out behind the snow drift, sneaking between the mounds and dunes to get closer and closer to the guards.

"Are we just gonna sit back and do nothing while they go out there and have all the fun?" Chromastone frowned.

"They told us to stay put." Jane replied.

"Jane, Frankie, I mean no disrespect when I say this, but I could kick either of their butts with one hand tied behind my Omnitrix. I'm sure they're capable of handling themselves, but I'm the professional." Chromastone sighed. The girls were about to protest when shouts came from below and they all turned their attentions to Clawdeen and Toralei's efforts. Toralie had managed to get over the pit of broiling lava and to the other side where she was currently locked in combat with one of the Tetramand guards; the other one was no where to be found, but a disturbance in the blanket of snow leading to the ring of molten magma gave them a clue to his whereabouts.

Clawdeen meanwhile, was handling the other two guards. Or so it seemed. In reality, the werewolf was simply just trying to live. Unlike previous battles with mutant Tetramands, these ones seemed to be highly intelligent, somehow seeming to predict her every move before she made it and blocking it before attacking her. It took all her training to simply stay alive and in one piece as the two Tetramands battled her. The slugs that slithered all over their bodies were not just parasites that had attached themselves to them due to their filthy habits; the slugs instead fiercely defending their hosts by spitting jets of corrosive acid or juice from their serrated jaws.

"A little help would be nice!" she roared back at the others.

"Stop being a hypocrite!" Chromastone shot back.

"Why you-" Clawdeen started before Jane interrupted.

"Make up your mind, Clawdeen!" she roared; Chromastone and Frankie gave her a concerned look. Jane was never one to yell at anyone, no matter how angry or annoyed she might be with them.

Clawdeen was also taken aback by Jane's temper. "Um, okay? Some help would be nice!" she repeated.

"I'll take that as our cue to save her butt." Chromastone grumbled, hauling his rocky bulk over the snow drift and running straight towards the fray as Jane changed into a polar bear, bellowing and swinging her paws as she tackled one of the guards to the ground, locked in a wrestling match with it as Chromastone rammed his shoulder into the other guard and got him off of Clawdeen, giving her a breather.

Frankie watched as Chromastone punched his guard with one glowing fist, his other glowing fist, and then balling both of them together and bringing them down on the Tetramand's chest, making several twisted slugs simply explode from the pressure and light show. The Crystalsapein that clapped his hands together, a rainbow of colors dancing around his rocky skin as he shot several rounds of ultraviolet light from his clenched fists at his opponent. Disoriented and dazed, the Tetramand shoved Chromastone off of him with one of its massive legs, swinging a mighty fist into his gut and knocking him back a few feet.

Jane was simply tearing her guard to pieces, sinking her massive claws into its toughened flesh and raking them down and across, drawing lines of dark purple blood. Any slugs she encountered she simply squished beneath her gigantic paws, ignoring the hissing sound as the acidic juice ate away at her fur. Her opponent struggled to move her off of himself, but she held fast, sinking her claws into his skin and bellowing his face, her hot breath washing him like a tidal wave. The Tetramand suddenly stopped struggling and moving altogether, and Jane thought she had killed him. Needless to say, she was quite surprised when the Tetramand's skull suddenly opened like a set of doors, bony plates moving aside to expose a throbbing, pulsing brain that seemed to barely fit within the skull. She was then blasted by twin jets of crackling electricity, throwing her into the air and into a snow bank where she resumed her regular form, dazed.

"What the-" Chromastone hesitated as his attacker pulled the same trick, the Crystalsapien roaring in pain as the electricity coursed through his conductive body, lightning refelecting off his crystals and surrounding him a literal thunder storm as lightning struck the ground, blasting snow and rock into the air. The mutant Tetramand was then kind enough to end the light show and throw Chromastone off of him and into one of the rotting wooden posts holding up the bridge.

"Brainstorm hybrids. It had to be Brainstorm hybrids," Chromastone coughed, just barely dodging a blow to his head that made the post behind him explode into splinters. The Crystalsapien circled around his opponent warily before lunging forward clenching his fists and ready to punch his enemy in the gut before him an upper cut that would send him flying into the pit of lava below.

Unfortunately for him it didn't work. Like magic, the twisted hybrid simply dodged the attack and planted its hands on Chromastone's head, shoving his face into the snow before pouncing in his back, a loud and sickening cracking sound echoing through the air as Chromastone cried out in pain. The Tetramand grinned evilly and climbed off of him, clobbering him a second time before pulling his defeated enemy up to eye level, ready to deliver the killing blow when a massive amount of electricity surged through the snow like an out of control wildfire and into his body, Chromastone simply amplifying it as the Tetramand howled in agony.

"Nobody touches my boyfriend!"Frankie snapped defensively, her bolts crackling with electricity as she slammed another fist into the snow and delivered another killing shock that made the Tetramand drop her lover and fall to the ground, rolling around in agony as his massive brain sudden and quite simply exploded, blasting him into the air and into the lava pit below, incinerating him.

"Nice one," Chromastone grunted as he climbed to his feet, wiping a stray piece of brain off of him.

"Don't thank me yet." Frankie frowned as the last guard climbed to his feet and rushed at them, ready to smash them to smithereens. Chromastone and Frankie clenched their fists, ready to fight to the death if necessary when the mutant was suddenly snipped from the side by a massive amount of gunfire, ending its life as it's swiz-cheesed body slumped to the ground.

"And stay down, Ugly." Clawdeen growled, blowing air across her smoking guns as Chromastone starred at her, now having a new found respect for Clawdeen.

"What're you starring at?" the werewolf snapped at him.

"Nothing!" Chromastone said quickly, putting his hands up in surrender. "Just noticing you're pretty awesome with those things."

Clawdeen actually seemed to calm down and take the compliment. "Thanks. Made 'em myself," she said. "But save the formalities for your mother, Tennyson. We still got work to do."

* * *

"So where are the magic shields located?" Ben whispered.

"Top of the tower, duh," Toralei grumbled. "And fortunately for you, you're the one that's gonna take them out."

"Excuse me?" Ben said as he and the group rushed down an empty hallway as a small platoon of guards finished marching by.

"Isn't is obvious, dear boy?" Skurd sighed. "Nobody destroys stuff quite like you. If anyone can find a way to destroy those shields, it's you."

"What the talking booger said." Toralei sighed as Skurd gave her an annoyed look.

"Um, thanks?" said Ben, not quite sure whether to take it as a compliment or an insult. Without another word, the group traveled on, led by Toralei and Clawdeen while the others hung back, slightly wary of each other. They slipped down stone hallways dimly lit by torches and thick in dust and mold; it seemed that whoever was in charge of the tower did not really care whether it was presentable or not. What they the group did know however, was that whoever was in charge had a thing for bones. And lots of them.

Ben was marveled at the amount of bones that littered the stone floor of the halls and rooms they passed; rib bones, femurs, vertebrae, skulls, jaw bones, all covered the floors and stacked up into piles. _Thank goodness Skelita's not here,_ Ben thought as they passed through a tunnel of bones that were stacked up just right so that they formed a dozen yard long tunnel that they passed through, ignoring the blank sockets that stared at them as they walked by. More glistening bones decorated a crossroads they came across and Toralei used her cybernetic eye to scan which hallway was the safest on their way to where the shields were kept; they continued straight ahead until they came across a set of large doors.

Clawdeen put her sensitive ear to the door, putting up a hand to signal how many bodies there were on the other side as the others waited with baited breath; she soon held up a single finger. Ben couldn't believe their luck.

"Five against one? Too easy," Ben smirked.

"Don't get cocky," Clawdeen growled. "Make yourself useful for once and bring out one of your heavy hitters."

Ben rolled his eyes and did as he was told and turned on the Omnitrix, cycling through his roster, bypassing aliens such as Walkatrout or Stinkfly for something much bigger. He then found the alien he was looking for and slapped the activation button, the transformation sequence never ceasing to amaze him as it changed his DNA. His skin turned a chrome white in color and became cold and hard to the touch, much like a sheet of metal as his arms expanded and bulked up. The first part on either of his arms, just below the elbow, became see through like glass as a toxic green started glow within the cylinders, bubbles bouncing around inside his shoulders became massive and rounded. His neck thickened as his head shrank slightly and reshaped itself into a cone shape as green ridges formed around the see-through tank on top that also held a toxic looking liquid inside. His chest bulked out as artificial muscles piled themselves on top of each other, racing down his legs as his toes melted together into a single, chrome white foot. A round, glass window suddenly appeared on his chest, looking very much like the Omnitrix itself with the bright, greenish glow as Skurd and the actual Omnitrix appeared on a green and white belt, completing the transformation.

"Atomix? I was going for Humungousaur, but this is even better!" the alien cried happily as the others shushed him. Clawdeen loaded her guns as Toralei unwrapped the chain around her waist, wrapping a small section of it around her wrist and swinging the longer end in her paw. Jane morphed herself into a large rhino and waited patiently when Atomix climbed onto her back as Frankie clenched her fists, summoning the electricity that coursed through her body to her beck and call.

"Ready?" Clawdeen asked.

"Whenever you are, leader!" Atomix cried happily, cracking his knuckles. Clawdeen rolled her eyes before giving a yell and kicking in the door with a loud _bang!_ The others then gave a war cry and charged into the room, weapons swinging and blasting willy-nilly as they all focused on what they assumed to be the person in charge of the place.

Except it wasn't. Instead, it seemed to be nothing more than an evil janitor of sorts, a poor mutant Splixson that now looked like he had been through a juggernaut before Atomix and others realized what had happened.

"Methinks we got the wrong guy!" Atomix announced.

"Thank you for that, Captain Obvious." Skurd grumbled with anoyance.

"So where's the big cheese in this place then!?" Toralei yelled angrily, stopping a boot on the floor. That was when a low chuckling filled the air and the group whirled aorund to see a bulked figure leap down from a rafter in the ceiling. The figure landed in a cloud scattered bones, stomping forward as a loud clicking sound filled the air. The figure was large and burly, covered in thick, shaggy brown fur and had a furry tail sprouting from the base of its spine. Muscles rippled and bulged under a set of iron shoulder pads, chest plates, chain covered, and bladed gauntlets as the figure walked forward out of the shadows and into the light, a low chuckle escaping his lips when he saw the group staring at him.

So," Crüjo snarled. "It is my turn to have Tennyson and his little friends storm my base of operations. I can assure you however, that your efforts will be for not." he chuckled.

"And what makes you sure?" Atomix snapped as he dismounted from Jane to stand between her and Frankie, his fist glowing an ominous green. "I've defeated your two friends before, and I'll do it again, enemy!"

Crüjo growled, showing his teeth. "Friends? More like unworthy business partners that continually fail the master in everything he tells them to do."

"I hate to be the breaker of bad news, but didn't you do that a lot before Ben vanished?" Jane asked, resuming her original monster figure. Crüjo's eyes widened upon seeing the transformation, his lips drawing back into a deep guttural growl. "You!"

"Yes, what about me?" Jane asked, confused.

"You do not remember last I saw you, whelp!?" Crüjo roared in a anger, slamming a clawed fist into the stone floor, cracks radiating out from the blow. "At the warehouse you sent me falling to my doom! I swore vengeance on you, no matter how long I had to wait for the chance!" the Loboan bellowed, his eyes full of utter rage.

"Run," Jane whispered to her friends as Crüjo continued to vent. "I'll handle him. You take care of the shields."

"But-" Atomix protested before seeing the determined glare on Jane's face. He then silently nodded and picked up Frankie in one of his large hands, setting her on his shoulder before grabbing Toralie and Clawdeen, who decided to let the sudden gesture slip for the moment. Atomix then glowed a bright green before levitating off the ground a few feet, silently backing away from the ranting Loboan and up a flight of stairs behind him that he hoped to Sphinx led to the magic shields they were supposed to destroy.

"-I was humiliated before the master!" Crüjo roared angrily as Jane partially listened. "As punishment for my insolence, he carved out my eyeball!" he bellowed, pointing to an eye patch with a white scar over it that matched perfectly with a deep red gash across his face.

"Why does your scar go over your eye patch?" Jane cocked an eyebrow.

"ENOUGH!" Crüjo roared. "You will pay dearly, whelp! I don't care how many new tricks you've picked up since our last encounter, your life will end! And I shall finally have vengeance!" he howled.

"Hate to break it to you, but you seem to have a one tracked mind." Jane sighed wearily. She concentrated on the feeling in her body that allowed her to change her shape as Crujo surged forwar,d ready to decapitate her with a clawed fist as the changes swept over Jane's body. Light purple fur sprouted all over her body, covering every inch of her as her clothes started to vanish into thing air. Darker patterns etched themselves over the fur, becoming long stripes of varying lengths and thickness as a long, striped tail sprouted from the base of her spine. Muscles piled themselves over her back and legs, her toe nails ripping through her shoes as they became wicked claws. Her arms shifted into front legs, her fingers shortening into pads as razor sharp claws grew from her fingernails. Her skull ground and crushed as teeth ripped themselves through her gums, barely even fitting into her mouth until her head caught up with the rest of her. Her shoulders became massively muscled as her lavender eyes turned a solid gold with a deadly, black slit for an iris, whiskers sprouting all over the front of her face, completing the transformation.

A now very powerful and angry Bengal tiger let out a loud roar that seemed to shake the entire castle, making even Crüjo hesitate slightly about attacking the big cat. It was all the time Jane needed before she sprung forward on her powerful leg muscles and struck Crüjo in the chest, tackling him to the ground and sinking her claws into the available skin. The Loboan howled and swiped his claws at her, but Jane ducked under the blow, swiping her paw so fast even she didn't see it as she raked her razor sharp claws across his face, drawing four fresh red lines from his flesh. Crüjo growled and kicked the big cat off of him before pouncing on her and thrusting his bladed gauntlet into her flesh, Jane roaring in red hot agony as he messily tore the blades out for another attack. The shape-shifter was now on high alert, practically seeing his every move before he made it as she swatted him across the floor and pounced on him attack, sinking her canines into the flesh around his, missing his major arteries and throat as Crüjo tore her off of him and threw her across the room with ease where she demorphed into her original form.

Strike one, young whelp." the Loboan snarled, putting a hand to his bleeding skin. Jane frowned and concentrated on the feeling again, forming a picture in her mind of what she wanted to become. Above her she heard a loud explosion followed by angry yells and gunfire, but she pushed all the noises out of her head; she needed to focus. Her violet skin began to blister horribly, feathers patterns printing themselves across her arms and legs as her nose and mouth fused together in a horrific show into a hard, horny beak. Her lavender eyes turned gold in color as they moved a little ways away from their current position, sharpening to a thousand times better than before as her arms cracked and shifted their bones into a different position. The feathers all across her body were popping out in quick, random movements all across her body as her clothes disappeared off of her body, her feet tearing through her shoes as they melted into three talons; her heel ground and groaned as it was forced out the back of her foot, becoming a forth toe as her legs thinned and became scaly and hard. Tail feathers sprouted from the base of her spine as she shrank down to the size of a cat, her arms spread wide as wing feathers suddenly popped out, completing the transformation.

With a screech, Jane flapped her purple eagle wings and took to the air just as Crüjo landed on the spot the changeling had been moments before. The Loboan snarled before its jaws split in four different waves a loud, ear-splitting howl erupted out of from between his teeth and shattering all the windows in the room. Jane wheeled in the air, dodging the blast as the sound assaulted her ears. While not as sensitive as an owl's, eagle ears were still incredible, and the sonic howl that came from Crüjo nearly scrambled her brain before she was able to calm things down. With the determination to not let down her friends, Jane pumped her wings and soared up to the very reaches of the ceiling before plummeting back down, tucking in her wings as she dive bombed Crüjo and stuck out her talons at the last second, raking them across his face before getting out of range.

If only she had been so lucky.

As she was about to flee and come back in for another attack, Crüjo managed to grab one of her wings and yank her back, nearly tearing her wing out of her socket as he put the captured appendage between his fangs and bit down, Jane screaming excruciation as Crüjo shook his head like the massive dog he was until there a sickening snap. Jane went flying and landed awkwardly on the floor, landing on her wing with her feet in the air and her other wing missing. All that was left of her right wing was a bloody stump, the broken limb between Crüjo's teeth. Jane resumed her original form, breathing with a sigh of relief when her right arm reappeared with her; one thing was for certain though. She was not trying that again.

"Strike two," Crüjo snarled, spitting out her wing before running at her. Jane concentrated on a third image in her head, the changes just barely beginning when her attacker forced his entire weight on her, tackling her to the ground. He forcefully grabbed her left arm in his claws and simply snapped it in half with ease, Jane screaming as white bone pierced out of her violet skin and blood began to drip from the wound. Crüjo maliciously and proceeded to break her hand and collar bone before throwing her across the room and into the wall where slumped down, barely conscious.

"Strike three. You're out," he growled with sickening smile. Jane blinked with lazy eyes and watched as he slowly stalked towards her, his bladed gauntlets dragging across the stone floor and spitting sparks as he chuckled darkly. "Did you really you could win? That I wouldn't get my revenge someday, little whelp? Did you not believe that you could waltz into my domain and escape without suffering the consequences?" the Loboan spat as he brought the bladed gauntlet up to his face, the two blades framing his eye patch. "This wound will forever mark me as a failure to my master. It will not matter though, as I will have the gratification of knowing I have gotten my vengeance." he chuckled until he was but a few feet away from her broken form. "There is a saying you monsters have. What was it?" he contemplated before it struck. "Ah yes. An eye for an eye, as they say. I will exact my revenge by cutting out your eye, like master did to me. And who knows? I may decided not to kill you after all," he chuckled maliciously. "You may make a nice addition to my harem of monster girls. Those bones you walked by? Those were them. And you're next!" he roared, charging forward and raising his hand to strike the final blow.

Jane looked up at him with pleading eyes, but the Loboan would not hesitate again as he thrust his arm in for the kill, only to have it blocked by something. The Loboan glanced up, annoyance on his face until he saw what it was that had stopped his attack. Towering over him at thirteen at the the shoulder, was an African Elephant with a lavender hue to its skin. Crüjo glanced down to see Jane had simply vanished from her spot underneath the elephant that blocked his blow with its tusk. The elephant looked down at him, contemplating what to do with him as he actually whimpered slightly. The massive pachyderm than took the chance to swing her trunk into his gut and throw him across the room, closing the distance between him in a matter of seconds and ramming him into the wall with her head as she bellowed angrily. Before Crüjo could even think about what was happening, Jane curled her trunk around his waist and smashed his skull into the floor and then back into the wall before throwing him up to the ceiling and letting him fall back to the floor so that she could crush him under her massive bulk. With an enraged trumpet, she then curled her trunk around his waist again and rushed at a broken window with enough force to go straight through the wall and out into the open air. Jane was not this foolish however and stopped mere inches from the window, shoving Crüjo past the shards of broken glass that cut at his skin and tumbling over the side, listening with her massive ears the Loboan cursed her name.

The elephant didn't care there though as it backed up a few feet and suddenly collapsed on its side, its bulk heaving up and down, up and down at a fast rate. The elephant was called back into Jane's body, revealing her original monster form as she lay there, trying to catch her breath. Her whole body was numb, she couldn't feel a thing. She was certain however that her bones were still broken and she glanced at her arm to see the red stained bones still poking through her skin. She beyond exhausted, tired to the point where she would welcomed death itself if it meant she could simply rest. Her wish was nearly granted when her vision blurred and the world around her became a swirl of colors before turning pitch black as she lost consciousness.

* * *

"I think this is it." Clawdeen whispered as Atomix floated back down to the floor and released his hold on them, Frankie hopping off his shoulder to land next to him.

"So, we just smash stuff?" Frankie asked.

"Pretty much, Stitches." Toralei grumbled, rolling her eyes. Frankie ignored the comment and pushed past the werecat and through a set of double doors as the others followed behind her, Atomix ducking under the doorway. They were in a room with large bay windows covering all of one side, exposing the cold, harsh conditions outside as the wind howled and blew past. Lined up in front of the massive windows were three devices, each one looking like a large ring mounted on a pedestal. Inside each ring was a second ring that held a spinning, red orb of some energy or other.

"We can be out of here in no time," Clawdeen grinned. "Ben, if you would please do what you do best?"

Atomix gave the werewolf an odd look before pushing past them to stand in the middle of the room. He sucked in a deep breath and clapped his hands together. He focused himself as the cylinders on his arms glowed a warning green in color and the bubbles inside them began to jitter and shake. "HAA-MEE-NA HAA-MEE-NA HAA-MEE-NA-HA!" Atomix chanted loudly, a glowing orb of bright green energy forming between his fingertips and getting bigger and bigger with every second until it was the size of a beachball; Clawdeen, Toralei, and Frankie all wisely backed out to the very edges of the room, jamming their fingers into their ears.

"Nuclear Win-UGH!" Atomix was about to say when he was rammed in from the side and to the floor. The ball of atomic energy went wild, bouncing around the room before embedding itself in the ceiling and simply exploding in a green mushroom cloud that blasted the entire roof off of the tower. Atomix groaned and looked to see what had attacked him; in front of him was a platoon of a dozen Tetramand /Cerbrocrustacean hybrids covered slithering slugs and with brains exposed.

So, we're doing this the hard way, huh?" Atomix frowned. "Girlfriend! Partners! Care to join me in the defeating of this hooligans?" he asked.

"For once, we can agree on something." Clawdeen grinned maliciously, cracking her knuckles and whipping out her pistols. She quickly fired off a round of the bullets into the group of the mutants, each one dodging out of the way and lunging at them all at once. Atomix yelled as his fists glowed green and created a shimmering shield energy that caught two of the mutants, incinerating them on contact. "Atomic Shield!" he cried triumphantly before a mutant latched itself to his head and be him mercilessly. Frankie cried out and flexed her hands, electricity skittering out from her finger tips and blasting another mutant in its brain as it opened the skull plates, killing it and blasting brain bits everywhere. Frankie actually smiled until another mutant pounced on her, grabbing her in one of his mighty fists and squeezing her until A thick chain wrapped it arm. Toralei snarled and yanked back as hard as she could, making the mutant releasing its hold on Frankie as she rammed her head into its skull and lashed out with her tail, smacking the spiked ball across its face.

"No one hurts her except me, got it!?" the werecat roared as she relentlessly drove her fists into the mutant's face and brain, squishing any slugs that tried to stop her; Frankie didn't know whether to be touched and frightened.

"Gah! Get off of me!" Atomix yelled as his large, chrome hands glowed a dangerous green. With a low hum pulsing from the cylinders in his arms, Atomix tore the hybrid free from his head and crushed it between his hands, the brain exploding like a hotdog in a microwave and the slugs that inhabited its skin melted like ice pops on a stove. "Hah, Fissile Whistle!" he announced before ducking under another mutant's attack. However, unlike like before when the mutants would fruitlessly try to attack them only to fail, this one used its momentum to bound right back and deliver a scissor kick to Atomix's face, making him stumble back. He frowned as he rubbed his sore face, his hands glowing green as another green shield appeared in front of him. "Atomic Shield!" he cried out, zooming forward, hoping to catch the fool like a fish in a net. The mutant however, saw it coming and simply jumped over the attack, landing on Atomix's back and forcing him to the floor. He groaned and twisted his head to the side to see Toralei relentlessly trying to trap another mutant with her chain, only to have eit dodge every attempt and then grab the other end and throw her into Frankie; it was as if they knew their every move.

"It's like they know our every move!" Clawdeen roared angrily, her guns clicking empty.

"Then we have to get unpredictable!" Frankie yelled from under Toralei. "Get crazy!"

Atomix cocked an eyebrow, but slowly nodded. He suddenly jerked up from the ground and managed to do a back flip, surprising his attacker and slamming him into the ground before driving a piledriver fist into its head and killing it, brains splattering everywhere. Without hesitating, Atomix moved onto another mutant, summoning his Atomic Shield a second time. Instead of rushing forward and hoping catch an unlucky hybrid in his trap, he decided to chuck it forward, summoning another shield and repeating the previous move. The mutant saw the attack coming and jumped over the first shield, grinning maliciously as it dissipated behind it; the second shield then caught the unlucky mutant and burnt it to a crisp, killing it. Atomix chuckled and moved onto another mutant repeating the attack a second time with success. It wasn't until he tried it a third time did it fail and he ended up with an electrokinetic blast to the head, throwing him back into a wall.

"Ugh, it's not working!" he groaned.

"Our crazy just got normal!" Clawdeen cried angrily as she flipped a mutant onto its back and drove her heel into its brain, killing it right then and there. The werewolf then grabbed the hybrid by one of its arms and swung it around her as hard as she could, letting the corpse fly into a couple of mutants.

"Ben! Do your Nuclear Whatever!" Frankie cried as she covered her head and ducked to the ground as a mutated Tetramand sailed overhead trying to rake its claws across her back.

"Nuclear Winner!" Atomix corrected her, prying himself loose. "And with pleasure!" he grinned, cupping his hands together as the cylinders on his hands glowed an ominous green. The ghouls kept the mutants busy as Atomix worked, yanking them from him just before they could stop him and beating the tar out of them by any means.

"HAA-MEE-NA HAA-MEE-NA HAA-MEE-NA-HA!" Atomix roared, a massive ball of atomic energy coming to the breaking point between his finger tips. The ghoul's eyes widened as they hunked down to the ground together, the mutants oblivious until it was too late.

"NUCLEAR WINNER!" Atomix cried as the entire world around them simply exploded in a bright green mushroom cloud of massive proportions covered the entire tower in a massive shadow. Glass shattered as rock crumbled to bits and rubble, the floor beneath them giving out from the sheer magnitude of the explosion and letting all three ghouls and Atomix drop to down a floor as the entire world was enveloped in a bright flash of light. After what felt like hours to the ghouls, the ringing of the explosion had finally died down in their ears and the blinding light had finally begun to blink out. With a groan, Frankie climbed to her feet, pushing a broken rafter and rubble of her as she coughed out thee large amount of dust that accumulated in her lungs. She blinked and looked around to see Clawdeen and Toralei off to one side, dusting themselves off as Atomix slowly climbed to his feet, rubbing his aching temples as Skurd rubbed his beady little eyes. Another moan came from Frankie's right and she rushed towards the sound, attempting tp push aside a large piece of rubble that blocked her from helping whoever was trapped underneath. She pushed with every ounce of muscle she had, and the piece wouldn't budge. Suddenly, the piece moved out from under her and she nearly fell over before Atomix was able to catch her after removing the piece of debris. The pair looked down and winced upon seeing Jane hacking and coughing up a mixture of blood, dust, and pebbles, her arm twisted at an unnatural angle and with a sharp piece of bone prtruding out from the skin.

"We've gotta get back home," Frankie told her, sliding her onto her shoulder as she helped Jane to her feet; the shape-shifter made no arguements as Frankie helped her over to Atomix, who took both of them in his hands and set them on his broad shoulders, trudginf over to Clawdeen and Toralei and scooping them up.

"Hey, what about the shields!?" Toralei protested.

"I have a hard time believing they survived that blast, Toralei," Clawdeen sighed. "Besides, we gotta get Jane back to base. She needs medical help." Toralei begrudedly agreed as Atomix took to the skies, leaving the smoking remains of Crüjo's tower behind.

* * *

Ben awoke to a sharp pain across his face. He groaned and blinked open his bleary eyes as another sharp pain came across his face. He was now fully awake as he bolted up in bed, rubbing the sore spot on his cheek and catching Abbey;s hand with his other as she prepared to slap him again.

"Is this how you're gonna wake me every time Twyla needs me?" he grumbled.

"Maybe," Abbey grinned mischeviously; the yeti had finally begun to warp up to him. "Ways of any, Glorious Leader needs you now. Quickly." she told him, saying the last part with emphasis. Ben bolted out of bed upon hearing this and ran out of the dorms, leaving Abbey behind as he rushed to the med bay as quickly as he could, not even bothering to use the Omnitrix.

"What's wrong?" he asked, breathless as he entered the room only to find it empty. Empty except for Jane, who was dozing on one of the beds. Ben gave a small smile; Jane had been making a faster recovery since they arrived back at the base mere hours ago. Ghoulia couldn't explain the sudden jump in healing, but Ben didn't need an explanation. He was just glad that she was going to be alright.

"You heard the girl, dear boy! Quickly!" Skurd yelled at him, shaking Ben from his thoughts as he turned on the Omnitrix and cycled through the alien before coming across the one needed. He pressed down on the activation button and let the green light work its magic on him, changing his shape and form with ease. Deep orange fur sprouted all over his body, as if a bomb filled with hair suddenly exploded inside of him. His lower jaw jutted out as his teeth became sharp and menacing. The wave of fur raced over his face, covering his eyes as they suddenly vanished all together. He could feel his ears disappearing as what felt like gills take their place. In actuality, they were sensitive ears able to pick up the tiniest of sounds. His shoulders and arms swelled as his dull nails became sharp claws. His legs twisted and formed into the hind legs of that of a dog as a thick green color appeared around his neck, the Omnitrix symbol in the middle.

With a hoarse roar, Wildmutt exited the med bay and barrelled down the hallway, sniffing the ground furiously as he tried to pick out a certain scent from the hundreds that lingered about the base. He could pick out any of his ghouls in the soup of scents with ease; Frankie smelled exactly like slightly burnt hair cherry lipgloss, Whisp smelled faintly of smoke with something that Wildmutt could only assume was magic, Venus smelled like fresh flowers and earth, and Robecca like steam and oil. What the Vulpimacer was searching for however, was that allusive scent that reeked of the shadows, being cool and slightly pleasing to the nose with a hint of danger and warning in it as well. He quickly found the smell and honed in on, thundering down the many hallways and past surprised soldiers and scientists as he followed his nose, bursting right through a set of doors marked with several warning signs; of course having no eyes, Wildmutt didn't see and continued after smell of his love, eventually picking up her low heat signature and skidding to a stop next to her, panting happily and licking her cheek as the Omnitrix timed out.

What's the problem, Twyla?" Ben asked, cracking his back; being Wildmutt sometimes gave him back problems.

The Rebellion leader leaned on her crutch and rubbed her throbbing temples. She knew what she was about to say would most likely make Ben panic, but once again, he was the only that stood even a small chance of dealing with it. After all, Gil never stood a chance in the first place. "It's Lagoona," she sighed heavily, Ben's cocky smile immediately dropping.

"What's wrong?" he asked urgently.

"The cycles almost over," Twyla explained breathlessly, motioning for Ben to follow her as she pushed through another set of doors with even more warning signs than the previous one. They entered a half circle room with dull carpet and cold gray walls. The entire wall opposite of the door was glass and looking down into a chrome white pit with nothing but a bolted down bed and toilet to decorate out. A light blue figure was crouched on the bed, screaming at the top of its lungs had thick, greasy, matted blonde and blue locks spilled over her head, a mound of torn out hair tipped with red lying all over the floor. "Unfortunately the last hour is the most brutal," Twyla sighed as she stopped in front of the window, looking down at Lagoona's naked form. "It turns out that if she hasn't successfully mated during her cycle shell attempt to kill herself, preventing her 'useless' genetics from being used." Twyla explained, quoting the word. "If she doesn't mate before the cycle's over, we'll have a dead sea monster on our hands."

"So, you're telling me to sleep with her?" Ben asked nervously.

Twyla shook her head. "Wouldn't dream of it. We just need you to restrain her for an hour until the cycle's over."

"Why me?" Ben whimpered.

"Because she doesn't want anyone else," Twyla replied. You remember what happened to Gil."

"I was being rhetorical." Ben frowned as he turned to the Omnitrix again and cycled through his roster before giving up and just slapping the activation button, hoping to get a useful alien.

His skin began to crawl as it hardened smoothed into something similar to an exoskeleton, yet not at the same time. It turned black as it raced over his body, blue blotches with lighter centers appearing all over him. His fingers became sharper as they turned into claws, and he could feel his toes melt into toe as a third claw sprouted from his heel with a loud grinding sound. His teeth fused together into two plates that felt like they could bite through almost anything as his eyes widened and became larger, turning a bright green with three dots. Muscles piled themselves up on his chest and arms, but the most important and noticeable change however, was the itching sensation he got on his back and head. With a sudden, sickly sound, four large wings ripped out of his back, bigger than his entire body. Two large antennae burst out of his head. The wings and antennae flapped around for a few seconds before gently and silently wrapping around their owner like a cloak. The final piece of the transformation was a suddenly chilled feeling in his core, a feeling that ran through his veins and arteries that felt as cold as ice.

"Lets get this over with." Big Chill sighed, a wisp of icy vapor escaping his unmoving lips. With a slight whisper, he commanded every cell in his body to turn intangiable, phasing his ghostly image through the solid window of the observation room and into the pit below landing just below the window and clenching his fists. "Yoo-woo, Lagoona!" he called.

The sea monster sniffed and tilted her head to look at him with watery eyes; Big Chill almost wanted to surrender himself right then and there and go along with whatever she had planned to make her happy. Almost. A hungry and slightly creepy grin crossed Lagoona's face as she climbed off the bed and slowly sauntered over to the Necrofriggian, wiping the tears from her eyes and licking her lips, showing her sharp teeth. "Changed your mind, Ben?" she asked in a seductive voice.

"Not really." Big Chill frowned, sucking in a deep breath and blasting it back out in an icy cloud, the moisture in the air immediately freezing on contact around Lagoona's bare legs, trapping her to the spot.

"Bondage, huh? Never tried it before, but I'm game." Lagoona smiled, biting her lip and cupping her breasts, massaging them. Big Chill averted his eyes from the show and sucked in another breath, ready to turn Lagoona into an ice sculpture until the hour was up if nessacary. Lagoona however, had other ideas; with incredible strength, she broke free of her shackles and pounced on Big Chill as the Omnitrix timed out, wrapping her stripped arms around Ben's neck and tracing her tongue over his skin as she shifted her body against his, sliding his hand down his chest and hips towards his pants zipper. ben panicked and threw Lagoona off of him, slapping the Omnitrix and not caring which alien he got.

He felt his bones and muscles dissolve into liquid, his organs vanishing as a sort of nervous system took over. Ben felt every fiber of his being, every cell in his body separate from each other, becoming lose and uneven. The cells became lose and slimy, melting down into a puddle of ooze as the Omnitrix left his presence, reconfiguring into another type of device that buzzed and floated above the ground. After a few seconds, he felt a sort of attraction to the device as he pulled himself together into a humanoid shape with random feeler-like protrusions sticking out of his arms and neck.

Without a clever battle quip or anything, Goop took to the air, hovering near the ceiling as Lagoona screeched; it sounded like a cross between an angry pig and and sick monkey. Goop gave off his own screech, a high-pitched trilling noise, before bouncing off the ceiling and rocketing off right at Lagoona, splattering his entire body over her as he oozed into every crevice of his body. Lagoona moaned with pleasure and cupped her breasts again, running her hands over her figure as Goop extricated himself from her, irked. What irked him even more was that he couldn't do anything to her without seriously injuring her, and she wanted to avoid that as much as possible.

"Looks like it's time for the better half if the partnership to save us yet again!" Slurs announced.

"Self-absorbed much?" Goop grumbled as Skurd activated the Omnitrix and selected another transformation. The Polymorph vanished in a flash of green light, briefly turning back into Ben before a new set of DNA was entered into his bloodstream. His skeleton crunched and twisted, forcing itself out from beneath Ben's skin and to the surface where it proceeded to melt together into a single casing that covered his entire body, leaving only two openings for his eyes. A loud crunching sound filled the air as the bone casing split along his back, chest, and limbs, becoming segmented on his belly and forming a hard shell on his back. His jaw jutted outwards, his skin fusing with the bone as it became serrated like teeth. Spikes formed along his muscled arms, two more spikes jutting out from either side of his massive jaws. A loud and sickening splitting filled the air as a long, forked, horn-like protrusion split out from the top of his skull as his toes fused together into two claws. The Omnitrix and Skurd appeared on the alien 's chest, completing the transformation.

"Eatle, huh? Haven't seen this guy in a while." he grinned, ducking out of the way as a mad Lagoona lunged at him. The insect-like alien rushed over to the wall of the room and dug his claws into the paneling, ripping it out and depositing it into his steel trap-like jaws. A low whine caught Lagoona's attention as a ball of energy formed between the forked ends of Eatle's horn, a green laser blasting out and hitting her square in the chest, right between her breasts, and sending her crashing into the bed dazed.

"How long has it been?" Eatle asked between a mouthful of wiring and wall.

"Roughly half an hour!" Skurd announced. "Seriously, dear boy, manners!"

"Sorry," Eatle grumbled as he finished his meal, lumbering over to Lagoona, who was unmoving. "Uh, Lagoona? You okay ?" he asked, poking her with a claw. He got an answer when Lagoona lashed out with a foot and landed a blow to his jaw, pouncing on him while was dazed and disoriented.

"A big bug, eh? Impregnate me!" the sea monster demanded, her eyes tainted red from crying and a slight hint of insanity in her voice as she crawled all over Eatle, trying to find the right spot to get down to business with. She quickly found it as the Omnitrix timed out, reverting Ben back to his human state as Lagoons once again wrapped her scaly arms around him and forced her long tongue between his lips and into his mouth. He struggled and resisted as hard as possible as Lagoona slipped off his shirt, tracing her tongue over his and muscles. She then forced his face into her cleavage, forcing him to pleasure her as Skurd desperately cycled through the Omnitrix, looking for something, anything that would put Lagoona down for good.

"Got it!" Skurd triumphantly, pushing down on the activation button and sitting back as the green light did its work. Ben felt himself become heavier, and much fatter than before as his gut bulged outwards and his legs became short and weak. His arms only grew a few more muscles on them before they fell limp to his side, still swelling with fat and useless tissue as the transformation continued. His fingers grew into dull claws as his toes become drab. A pair of black brief with a thick chain belt appeared on his sickly green skin as a heavy, cage-like helmet grew out of nothingness, held down by a large amount of chains, hoses, and locks. The most noticeable change however was his face. No one could see it, but Ben could feel it as it began to grow and shrink and swell and deflate in random spots, bony horns and knobs growing out at random intervals as sharp teeth lined his oddly shaped mouth. The final piece of the transformation was the appearance of the Omnitrix on the neck piece of the helmet, Skurd sliding to his station as the green light faded.

Lagoona stared at the helmet with interest, curious as to why her handsome lover had turned into a creature so ugly. Did he not want to mate with her, to live happily ever after with her under the sea with a family? Her curiosity peaked as a loud hiss met her ears and she watched as the many locks and hoses undid themselves, the cage doors that hid Toepick's face from the world slowly opening.

Lagoona suddenly screamed like a banshee as she witnessed the horrors within the helmet, ungodly bellows and screams coming out from the darkness as horrific appendages reached for her, ready to tear her limb from limb and keep her alive at the same time. Her normally blue scales suddenly bleached, turning a snow white in color as she jumped off of Toepick,and retreated behind the bed, unable tear her eyes away from the horror as Toepick got up and stomped closer and closer.

"No! Stay back! Get away! Get away!" she pleaded moments before the Omnitrix timed out and both Ben and Lagoona collapsed on the whitewash floor in unison.

"Three, two, one!" Skurd announced dramatically. "It's over, dear boy! You've won!" Ben ignored the Slimebiote as he scooted over to Lagoona's naked form, tearing a blanket away from the bed and slipping it over his trembling friend. He had won the battle; so why did he not feel like he had won anything? Because he had to subject one of his closest friends to one of the universe's most horrifying things in order to do it.

"Ben?" Lagoona's shaky voice came, shaking Ben from his thoughts. He looked down at her to see watery eyes behind those locks, pleading for an explanation or promise. Ben decided to make both, and scooped Lagoona into a hug right there on the floor, holding her tight and rubbing her back beneath the blanket as she sobbed uncontrollably, apologizing profusely for what she had tried to do to him. He simply held and told her everything was going to be alright as Twyla watched from above, her face unreadable; it was a hollow victory. She turned her head at the sound of the doors and managed to catch a glimpse of Gil leaving, a defeated look on his face.

**And there it is!**

** I would first like to point out that this isn't a lemon. It's pretty darn close to one, but it still isn't a lemon. Just want to clarify that. Another thing I want to set for the record is that I base my stories on as much fact as possible. That means I deeply research what I 'm writing so I get things absolutely right, everything from histories and looks to events and locations; and yes, Lagoona (and sea monsters in general) are affected by the changing of the tide, according to a we inside. I merely decided to build on this idea, so please no flames for making Lagoona too OOC. I have May reasons, therefore they are justified.**

**Anyways, I probably won't be updating this for a little bit, mainly because I move neglected to pay attention to my other story. As always , comment, review, suggest, and request! And if you have any ideas for the Ever After Sequel, such as pairings or events, let me know! The end is nearing people! The end is nearing!**

**¡Hasta Luego!**


	31. Cheating Scales and Deathly Shadows

**Hey, everyone! I'm back with another chapter! And on my, wait for it, birthday no less! That's right, this writer's a year older than when he first started this awesome story, and instead of getting another gift, I decided to give one to you guys: this new chapter. That, and an awesome contest.**

**ATTENTION!** **For those of you that hardly read the author's notes anyways, you might want to pause right there and listen up! I am holding an OC contest for this story. Now before any of you get too excited or angry, I WILL NOT BE ACCEPTING NEW CHARACTERS OR OMNITRIX ALIENS! This contest is for a later chapter that I 'm preparing for right now and I thought y'all might wanna join in the fun.**

**This contest is for Nemetrix predators! The rules are simple: send me an OC for a predator through the reviews or PM listing its name, home planet, species name, description, powers, weaknesses, and what Omnitrix alien it hunts. I will except predators of Omnitrix aliens (including my OC alien and the other new ones) only! Any others will be instantly disregarded!**

**The winners (an unknown number will be picked) will get their predators published in this story and, as an added bonus, will have their creations brought to life! I now have a Deviantart account and intend to use it by drawing the winners if the contest! And if you have any guess as to how the canon Nemetrix predators and your OCs fit into the story, take a guess!**

**Now then, I would like to thank loyal reader **_**Da999 **_**for giving me the idea on how to start off this chapter. Thank you!**

**As always, comment, review, suggest, and request down below!**

**Onwards!**

Ben sucked in a breath of air and expelled heavily, sliding down the wall of the dorm. So much had happened so quickly; he had found out that another one of his transformations had somehow managed to develop a consciousness and become smitten with one of his friends, the magic shields limiting Gigi and Whisp's power and been decimated, and to top it all off, one of his closest friends had gone an out of control, animalistic rampage trying to mate with him. All in all, just an average day in the life of Ben Tennyson.

To make matters worse, Lagoona had been strictly avoiding him at all costs. Whenever Ben entered a room she was already in she quickly stop whatever she was doing, no matter what is was, and leave them room and not come back, regardless of how long Ben was in the room; if the exit was blocked, Lagoona took a leaf out of Jane's book and escaped through the air ducts to parts unknown. Ben knew she had her reasons for avoiding him, and he couldn't blame her for it, but really did hurt deep down. Having to subject someone you really cared about to something as horrible as Toepick's face really put a damper on things.

With another heavy sigh, Ben slid back up the wall and decided her needed to calm his frayed his nerves. He decided against working out at the gym; he was tired enough already. So, against his better judgment , he chose to swim a few laps in the pool in the hopes that the cooling water would soothe his aching muscles. Without a word, he changed into his swim trunks and bunched up his clothes into a wad that he carried under his arm as he strolled down the hall, the Omnitrix and Skurd still on his wrist.

Ben had to admit, it took a little time to get used to the fact that he couldn't do things without the 100% assurance that he was completely alone. Having an annoying Slimebiote that refused to remove himself from your wrist was proof of that. But after several embarrassing mishaps involving the bathroom, the pair had come a sort of agreement on things: Skurd would slither off to some other place whenever had to do things in absolute privacy, such as taking the few showed he chose to partake in or using the bathroom, and then later reattach himself to the Omnitrix when the thought suited him. Occasionally, the Slimebiote would join Ben in shower, which created some awkward moments. Especially when he started singing.

After a few minutes of walking down the hallway, his bare feet slapping against the cold floor of the base, he came to the door of the pool. Security had been tightened after heath's little incident, and those who had access to the pool were required to do so by scanning their hand. Ben did exactly this, resting his hand on the scan pad and waiting a few seconds as the device read over his unique finger prints and confirmed it was him; the door slid open with a beep and a silent hiss and the intoxicating smell of chlorine met Ben's senses. He walked into the room, the door sliding shut behind him as he carelessly tossed his clothes to the side as he walked to the very edge of the pool, the warm water lapping against the sides.

"If you don't mind, I'd like to stay dry, dear boy." said Skurd, twisting his gelatinous body around Ben's arm and oozing down to the ground. "Have fun!" he exclaimed, giving his partner a mock salute before oozing off to parts unknown to do whatever it was that little Slimebiote's did. Ben ignored the little creature and sat down on the edge of the pool, dipping his feet into the water. He understood why Lagoona was avoiding him, needing time to piece her shattered mind and heart back together, but for some reason he really wanted her company. He needed to talk to someone he could just complain about the world to, and Lagoona was one of the few people who would fit what he needed. He could have gone to Hoodude or heath, but known of them would have understood what he had gone through. Gil would have been furious, Ghoulia never had any experience with this kind of thing, and his ghouls were a bit too personal to talk with. In fact, none of them other than Twyla even knew what had happened to him and Lagoona, but they sure seemed to notice Lagoona's strange behavior.

Ben sighed and turned to the Omnitrix on his wrist. This was the entire reason he was in this mess to begin with. It was the device that was permanently strapped to his wrist that had caused him all this trouble. Ever since he found it, he had been plunged head first into a world full of pain, misery, and death. It seemed no matter who he was close to, they ended up more hurt than he; in all his years of wielding the Omnitrix, the most severe injury he had ever sustained was nothing more than a broken arm. Meanwhile, Grandpa Max had nearly died at the hands of Rojo, Pierce had lost his life to the Forever Knights, and countless other lives had been lost at his hands. And it was all the Omnitrix's fault.

And yet, as much grief and despair the Omnitrix brought him, it also brought him great joy. He loved the feeling of becoming something new, something powerful, something the world had never seen before in all its days. He loved the feeling of all types of power at his fingertips, of feeling invincible against his many enemies. He loved the feel of the wind rushing past his face as he flew, the feeling of the water swishing past his face as he swam the deepest depths, the feeling of raw strength and power coursing through every muscle of his body as he lifted objects of impossible weights over his head to smash them down on those that dared to hurt his friends, family, and the world. In fact, he could hardly remember what it was like to be without the Omnitrix, to be absolutely powerless and be totally normal.

"Sometimes, I really hate you," Ben sighed, talking to the Omnitrix as if it were his last friend in the world. And in a way, it was. When others had failed him, when others had left him alone and abandoned, the Omnitrix had always been there for him with its soft green glow and its millions of DNA samples. "Then again, you never let me down." he smiled, lightly touching his finger to the face plating and turning on the Omnitrix, the familiar green hologram popping up in front of his eyes. Dozens of transformations whizzed by his eyes, a few he didn't recognize; he would have to try them out later. He instead selected an old favorite of his and pressed down on the activation button, not moving a muscle as the Omnitrix did its magic and changed his body. Ben's skin turned a gelatinous white, becoming softer and squishier as light blue blotches decorated his arms, making him look like he was wearing a lava lamp for a skin. Webbing began to form between his arms as his bones began to dissolve and disappear altogether. Ben's now limb arms split in two, creating a second pair of tentacles as all the digits on his hands fused together. His legs became long tendrils as his body became segmented into three skirt-like sections. His eyes became black and beady as the Omnitrix symbol appearing over where his mouth would have been.

"Thanks." AmpFibian smiled a mouth less grin. With a deep breath he floated a few feet off the ground before pumping his body and diving into the pool with a splash and letting his gelatinous body sink to the very bottom of the pool, a good fifty feet from the surface. Once there, he sucked in water through a hidden siphon before pumping it out, undulating his body to push himself forward beneath the water's surface. The water felt cool and good against his smooth, boneless body; while not necessarily his human muscles, he almost always felt refreshed after using the Omnitrix for a quick work out. If only the ghouls could understand the wonders of changing into something you were never meant to be and have it be so natural you hardly thought about it.

No sooner had the thought come to mind, did he here a dull splash overhead, the sound of someone else in the water with him. AmpFibian chose to cautious and flattened his boneless body against the bottom of the pool, his white and blue body camouflaging himself from whoever was in the water with him. He rotated his beady black eyes skyward, seeing a feminine figure against the blue canvas overhead moving through the water with ease, as if she were born into the element; this worried the Amperi a little since there was only one ghoul who fit the description.

He remained silent and pressed his body further against the bottom of the pool in the hopes she wouldn't see him as she dived deeper into the pool, her expression unreadable. Ben had to admit, she was absolutely stunning looking and she was absolutely amazing in the water. But she and Gil were together, and he was not eager to get into the middle of a love triangle again. Nonetheless, he silently watched Lagoona swim about the pool, moving through the water with such grace it seemed impossible for someone who was mortal. He watched as she swam several laps around the pool, moving the water with ease as pushed herself forward with her webbed hands and feet, her blonde and blue locks trailing out behind her.

"ACH-OOO!" AmpFibian suddenly sneezed, a plume of bubbles escaping from the place his mouth might have been, Lagoona suddenly stopped swimming and whipped around in the water, her eyes glancing all around in the search for the source of the sound; the Amperi could only hope his camouflage worked.

"Ben?" Lagoona said, startled.

"Darn it!" AmpFibian cursed, prying himself free from the bottom of the pool, floating on the bottom as Lagoona kicked her legs for the surface, attempting to run. "Okay, that's it." the Amperi grumbled before giving a furious pump of his body and shooting off after the sea monster, his tentacles trailing out behind him as he quickly closed the gap between him and Lagoona. Just when it seemed Lagoona would make her getaway and leave Ben once more to go and hide again, AmpFibian stretched out his main of tentacles and wrapped them around Lagoona's legs and pulling back as hard as he could. Lagoona had managed to dig her fingers into the lip of the pool, the two of them caught in the middle of tug o' war game as bit by bit Lagoona pulled herself up over the side of the pool. Eventually, the tension on AmpFibian's tentacles become too much and he pulled forward by the snap back, leaving the water and sailing through the air before smacking into a wall and sliding down to the floor.

"Ow." he moaned, picking himself up to see Lagoona gathering her clothes and making a getaway to the door of the pool. AmpFibian narrowed his eyes and took to the air, pumping his body furiously until he managed to pull ahead of the sea monster and close her off at the door, seriously annoyed.

"Lagoona! I just wanna talk!" he pleaded, his tentacles crackling with electricity. "Don't make me shock you again!"

Lagoona froze and tried to find someway, anyway to get around the Amperi without getting shocked, but all exits were closed off; the only exit was blocked by her friend, and all the air vents were too high for her to get to. With a reluctant sigh, Lagoona surrendered and dropped her bundle of clothes to the floor as the Omnitrix timed out and reverted Ben back to his human form.

"Good," Ben breathed with relief. Lagoona sighed and turned away, walking back to the pool and sitting down on the edge, her feet in the water; being near any large source of water usually helped calm herself when she was faced with something that bothered her. And in this, it was Ben as he sat down next to her, the two sitting in silence before he eventually spoke up.

"Lagoona, why have you been avoiding me?" Ben asked. "I mean, I get that we both went through something that was super uncomfortable, but-"

"Exactly," Lagoona sighed. "I practically raped you!"

"You weren't in control of yourself," Ben reassured her. "Besides, it's all over."

"But it could happen again," Lagoona worried, not meeting his gaze. "It may not be as furious as before, it could happen!"

"So? I'll just restrain you again?"

"You never cease to be cocky, do you?" Lagoona sighed. "I'm just saying Ben, that at one point or another, you may not win. I may go ahead and-" she trailed off, her voice cracking slightly. "I just don't want to do something I'm gonna regret." she croaked. Uncomfortable silence followed afterward as Lagoona held her arms tightly, turned away from Ben with her head pointed towards her knees. She honestly didn't know what to do now; she nearly killed Ben at several points during those terrifying twenty-four hours, and she was sure her relationship with Gil was all but shattered. She hadn't seen him since the whole mess started.

"Lagoona, why out of everyone in this entire base, your boyfriend included, did you chose me?" Ben asked after a while of just listening to the water slapping against the sides of the pool.

Lagoona shifted her head to look at him with weary eyes before speaking. "Like I said before I . . . died . . . I kinda fell for you, too. You just seem so brave and confident in yourself. Gil, it took him nearly four months for him to even work up the nerve to tell his parents about our relationship and even longer for him to even tell them off," she replied. "You, you could do it without breaking a sweat!"

"Well, why did you fall in love with Gil in the first place?" Ben asked.

"I dunno. He was _so _handsome and kind to me when I could hardly tell him that I liked him. It took an unfortunate and embarrassing notebook accident for our relationship top actually start." Lagoona admitted. "I still loved him after that, but our relationship started to kinda fall apart when Gil's parents got involved." she said sadly. Ben turned what she had told him over and around in his head, trying to figure out one way or another to fix the whole problem; the only solution he actually managed to figure out was a ways away, and it involved kicking Zs'Skayr and Maltruant's butts.

"So why are you so unsure about choosing between me and Gil? You and Gil were together first, and I respect that. You two belong together." Ben told her.

Lagoona shook her head sadly. "I can't decide. You have everything Gil doesn't have, and Gil has every thing you don't have."

"Like what?" Ben asked.

"Standard hygiene, for one!" Skurd's voice rang out from somewhere in the room. Ben and Lagoona whipped their heads around, trying to find the slimy, little Slimebiote; they gave up after a few minutes and returned to their conversation.

"Can I . . . ask you something?" Lagoona asked nervously, biting her lip.

"What?" Ben asked, slightly wary.

"Will you . . . kiss me?" she asked shakily.

"WHAT!?" Ben recoiled.

"I know it sounds looney, mate, and believe I think it is, too," Lagoona admitted quickly. "But I can't end this whole mess without doing this. I can't put this to rest without-"

"Cheating on your boyfriend with me?" Ben interjected, annoyed.

"No!" Lagoona protested. "Ben, I love you! I love Gil! I just can't decide who I want to be with!" she pleaded.

"So, it's just a test then?" Ben asked. Lagoona shrugged her shoulders slowly nodded her head. Ben mulled the thought over his head; would he regret doing this to someone he cared about, Lagoona in this case? She was actually willing to do it, practically begging him to do it. And, he had to admit, she stunning to look at too. And, as an added bonus, only he would know about the kiss when the whole time travel mess was over with; future Lagoona would no longer exist, and she wouldn't have tried to rape him in her unstable state. In fact, all issues that had happened to him in the future would have ceased to exist altogether.

"Why not?" Ben surrendered. "But you're explaining it to Gil if he finds out."

Lagoona eagerly agreed. "So, uh, I guess I kiss you now?" Ben guessed, unsure. Lagoona bobbed her head and slowly reached with a shaky hand and rested it on Ben's, her face a dark shade of purple and Ben's a lighter shade of red. They both leaned forward, eyes jammed shut under their lips barely grazed each other; Ben had to admit, it felt wonderful. Lagoona slowly, cautiously, reached her and slid them around Ben's neck as she deepened the kiss slightly by fully engulfing his lips. Ben didn't struggle and snaked his arms around her waist, letting her do what she wanted. He flet her tongue slip past her lips run over his teeth and battling his own tongue as she moaned, shifting her hands to rest on his bare chest, marveling at how hard it was. She felt Ben inch his hands around her back, rubbing small circles with his hands; she slipped one hand off of Ben's chest and grabbed one of his wrists in it, moving it down to her ass and pressing it down hard. Ben's eyes snapped open and he tore his lips away from her, giving her a stunned look.

"You might as well enjoy it too, mate." Lagoona smiled, resting her head in the crook of his neck. Ben smiled and gave a small kiss to her forehead brush, running his fingers through her blonde locks as he roughly squeezed one of her ass cheeks, running his fingers in wide, calming circles. The sea monster moaned softly and dipped out her tongue to trace it around Ben's neck, lightly kiss the area as Ben continued to stroke her head, his eyes closed as she worked; the two of them suddenly fell onto Ben's back, Lagoona's sizable breasts pressing into his chest and making Ben flush furiously as Lagoona smiled with her eyes.

"Well, if this isn't an interesting situation we've gotten ourselves into , eh?" she winked hungrily.

"I know that look all too well, Lagoona. It's not happening." Ben refused. The sea monster initially pouted at first before a wide grin crept across her face and she lunged forward hungrily, practically swallowing Ben's lips in her own as she passionately kissed him. She straddled him with her legs, wrapping her arms around his neck while she slithered her tongue into his oral cavity and licking anything her sensitive tongue could feel before she was suddenly stopped by a quick jab to her flexible organ. Ben fought back with his own tongue, expertly striking it and easily subduing Lagoona, much to her pleasure; she moaned softly and pressed her lips harder against Ben's while she began to shift and grind herself against Ben's hard muscles. Ben gently grabbed Lagoona by the shoulders and tried to pull her off of him, but she refused to move, latching to him tighter and squeezing him much like a python would to subdue its prey.

"Lagoona, we're gonna-" Ben said with muffled words as he and Lagoona teetered on the edge of the pool for a split second before plunging down with a loud splash to the bottom of the pool, still locked in each other's embrace while bubbles escaped through Ben's nose; the air was leaving his lungs and for a second Ben worried he was going to drown and that Lagoona would simply be making out with his lifeless corpse, when he felt fresh air entering his lungs through his mouth. He opened his eyes to see Lagoona's gills flutter open, pumping in water through them, filtering out the air and forcing it into Ben's body, keeping him alive. He was about to thank her when they finally hit the bottom of the pool.

"Had enough?" Lagoona gurgled, bubbles trailing out from her lips.

Ben quickly nodded and turned to the Omnitrix, slapping the activation and swallowing himself in a burst of green light. Scales raced up his arms and legs as they swelled, muscles building and bones strengthening; his fingers became clawed and webbed as the scales raced to cover the rest of his body while three slits appeared on either side of his neck and puffed open and shut as they sucked in air. A thin sheen of slime covered the scales as his hair disappeared into his scalp. Veins throbbed and pulsed as alien blood coursed through them and into his ever changing organs as his forehead pulsed and bloated like a giant zit about to explode; and explode it did, a thin, green wire sprouting from his forehead to hang in front of his face as the end began to glow an eerie color. His jaw crunched and bulged outwards razor-sharp fangs ripped through his gums and over his lips. His eyes became glassy, like that of a deep sea creature, as two sharp fins rose from his back, completing the transformation.

Ripjaws pointed upwards, directing Lagoona to swim to the surface as he pumped his tail; the sea monster gave a small smile and shot off like a rocket, leaving the Pisccis Volann in a cloud of bubbles to try and catch up. The two of them quickly broke the surface and swam over to the edge of the pool to climb out, the Omnitrix timing out seconds after had climbed out of the water and shook himself dry.

"We never speak of this again, agreed?" Ben asked as he slung his towel over his shoulder.

"Whatever you want, mate." Lagoona smiled, pecking him on the cheek. The moment quickly ended when the lights hanging over the pool suddenly went dim, cloaking the room in pitch black darkness. Unlike before however, there were no emergency red lights that came on after the power went out. A small flicker of light green came from somewhere in the darkness, a loud beeping sound bouncing off the walls before there came an explosion of green light as Ben slappeded the activation button on the Omnitrix. His skin started to harden, becoming unbearably hot and solid as rock. It suddenly split apart, floating like bath toys on a rapidly appearing magma sea. Hot, molten lava swirled and pushed it's way through the cracks and crevices of his skin as Ben's bones literally melted away. His hair began to burn, smoke curling lightly off it until it burst into flames, causing Lagoona to yelp in surprise. His fingers disappeared altogether as white hot lava covered them and solidified into a sort of gelatin like substance. His toes melted into two digits that resembled claws as his eyes turned bright yellow.

"What the Sphinx just happened?" Heatblast rasped.

"Ben? Ben! Do you read me!?" Twyla's panicked voice came from the Omnitrix.

Heatblast tapped the device on his chest. "I'm here, Twyla. Why the Sphinx did the lights go out?" he asked.

"Maltruant's back!" Twyla hissed angrily, just as a loud roar came over the Omnitrix, followed by panicked screams and machinery smashing and crashing. "And he's made trouble! Again!"

"Did he cut the power again?" Heatblast sighed.

"Not only that, he destroyed the power core entirely!" Twyla yelled, more screaming and bellowing coming from the other end.

"Um, what is that?" Heatblast asked warily.

"Oh, I almost forgot! Maltruant released the Omnibeast!" Twyla exclaimed, more destruction coming from her end of the conversation. "I gotta go! Avea, Bonita, and Sirena are waiting for you near the elevator, blocking his way to the storage! Meet 'em there and stop him at all costs! Gotta run!"

"Wait! What's the Omnibeast!?" Heatblast cried, but the line was already dead. Heatblast cursed under his breath and made his way through the darkness to the door, Lagoona following him. Unfortunately for him, the door to the pool didn't slide open like it always did; with the power off line for the time being, all the doors were locked shut. With an annoyed hiss as he pried his face off of the door, the Pyronite backed up a few feet before cupping his hands together and thrusting them forward, a ball of red, hot fire forming between his fingertips. He quickly released it and sent it flying at the door, watching as the ball of flame smashed right into the door and melted it into a pool of steel, the smell of hot metal filling the air.

"Stay safe," he instructed Lagoona as he stepped over the smoldering remains of the door. "Try and find my ghouls. I've got someone's clock to clean." he grumbled, jogging down the dark hallway and leaving Lagoona back by the pool.

"And now I'm here." Lagoona sighed in the darkness.

* * *

"Is that him!?"

"No, Bonita that's just the wall," Avea sighed.

"Oh. Wait, what was that!?" Bonita whimpered, taking cover under her four-legged friend.

"That was Sirena," Avea sighed. "And what did I say about using me as a hiding spot?"

Bonita whimpered and crawled out from under Avea before she was accidentally trampled by her hooves and decided to stay in the air where it was relatively safe, hugging a small, dark corner for safety as Sirena and Avea waited down below her.

Avea over the years had become more ill-tempered towards those around her, though she considerably nicer to her hybrid friends; she wore an open leather jacket over the upper part of her body with a white shirt underneath with mysterious red stains splattered here and there and with slits in the back of both to allow her massive wings out into the world. She wore fingerless gloves on her hands and an arm brace on her left arm and had several piercings in her pointed ears. She had long since ditched the top hat and blue ponytail in favor shaving the left side of her head and sweeping her blue and violet locks over the end, in a style similar to Venus's. After several horrible incidents with Zs'Skayr and his army, Avea had started wearing simple armor on her back and legs, protecting herself as she wielded the pair of Katana blades that were currently resting in their scabbard between her wings.

Sirena had changed little over the years, keeping most of her black and white attire with some modifications. With the risks of an enemy hooking their weapon around many of the loose necklaces, ribbons, and other trinkets she use to wear, she was stripped down to the bare minimum, wearing a silver chest plate with black and faded white designs that looked like rolling ocean waves. Because of her free spirit, she had a bo staff as a weapon with hidden blades in both ends, among other things, and had embedded iron tips into the ends of her tail to deal a devastating attack should the need arise.

Bonita herself had drastically changed her attire over the years. She would have gone for a full suit of armor to protect herself, but Twyla wanted every available hand to be good and ready to fight at the last moment. We wore a leather suit similar to Twyla's and had a utility belt around her waist with dozens of small pouches holding different types of powder and vials that contained venom and poisons. Other those, she had a series of hidden blades on her person, all tipped with deadly poisons, and hypodermic needles filled with venom hidden under her fingernails. Her organic ones away; during her years in the rebellion, she had a slight accident that resulted in the loss of her right hand. And she was now more jumpy than ever.

"What was that!?" she shrieked, shielding her face from whatever had scared her.

"How many times do I have to tell you it isn't anything?" Avea snapped with annoyance, a cigarette between her fingers; the hybrid had also picked up smoking as a stress relieving habit. She would have resorted to racing, but there was not enough room to run and no one was able to even keep pace with her. Fighting was also out of the question as most of the other recruits within the bowels of the base harbored a deep fear of her. A loud squelching sound met her ears and she cocked an eyebrow as she starred into the darkness of the base.

"Sirena. Light." she ordered. Sirena nodded and closed her eyes, concentrating as her faded body glowed a ghostly light, providing enough light to illuminate the area around the elevator and her friends. It looked incredible small into the dark abyss that use to be their base of operations; the squelching sounds continued, getting louder and louder with every passing minute. Avea frowned and threw her cigarette onto the floor, crushing it under her hoof as she reached behind her back and pulled out her Katana blades, running them together and making a loud scrapping sound that she often used as an intimidation tactic; and still the disgusting sounds continued.

"Bonita. Lock and load." Avea instructed her jumpy friend. Bonita did so without complaint and aimed her poisoned fingers at whatever was approaching them. The tension was escalating as the sounds got louder and louder, seeming to come from everywhere and nowhere at once, if that was possible. The sounds soon became accompanied by what sounded like incomprehensible mumbling, like someone was in a drunken stupor with a massive belly ache.

"Attack." Avea hissed.

With battle cries escaping their lungs, all three of the ghouls rushed forward, weapons drawn and ready to dismember whatever had come after them. They fully prepared to hack, slash, cut, slice, dice, decapitate, wound, and kill anything tried to attack them without mercy. However, they were not prepared for what they came across.

"Wait! Wait! Friendly fire! Friendly fire!" a slurred voice cried frantically. The ghouls stopped their assault to look around for the source of the sound. "Down here." the voice grumbled. The ghouls looked down to see a small creature about the size a large mini-fridge that bared resemblance to a large, overweight, humanoid toad. It had two stubby arms and legs with nothing but short claws for fingers and had three sets of gill-like markings on the side of its face. Crooked teeth hung over the wide bottom lip in a slight overbite and curled tail sprouted out from the base of the spine with several tuber-like growths on its green back.

"Ben? Is that you?" Avea asked, lowering her weapons with a face that a combination of confusion, slight annoyance, and amusement.

"Yep." Upchuck grumbled, shuffling under and between Avea's legs towards the elevator.

"Why exactly are you . . . this thing?" Sirena asked, gesturing towards his slightly over weight body.

"Look, I tried ta get the Omnitrix ta turn meh inta Swampfire, but I got Upchuck instead, okay?" the Gourmand sighed. "I swear, dis t'ing gives meh the wrong aliens on purpose."

"Nice to see again, Ben," Bonita smiled, fluttering down from the ceiling and wrapping her lover into a hug; Upchuck would have returned the gesture, but his arms were too meaty and stubby to do much.

"Nice ta see ya too, Bonita." Upchuck smiled.

"I hate to break up the happy reunion, but we've got bigger fish to fry." Avea smirked, puffing out a cloud of smoke from her cigarette.

"Are ya seriously smoking?" Upchuck asked, slightly stunned.

"Oh, don't get your tongues in a twist," Avea sighed. "We've removed all noxious chemicals from these things. So really, I'm just doing more than sucking in the scents of fresh hay and oats."

"Good. Ya almost gave meh a heart attack." the Gourmand said relief.

"I'm surprised you haven't already gotten one with all of the junk that you eat." Sirena smirked.

"How do you know what Upchuck can do?" he asked, surprised.

"We've faced Gourmands before. Nasty little creatures," Bonita shivered at a horrific memory, her eyes tracing towards her metallic hand. "Plus, we've got all of your known transformations on file." she added as a loud, drumming resonance that sounded suspiciously like footsteps.

"Anyone you know?" Avea asked, pushing her cigar to one side of her mouth as she drew her swords again and spread out her wings as far as the hallway would allow to look bigger.

"Yep. And it ain't someone ya like eit'er." Upchuck growled. The Gourmand quickly opened its maw, the ghouls watching with both interest and disgust as three, long, slimy tongue slithered from between his teeth and embedded themselves into the floor a few feet away from them. The tongues twisted and jerked, cutting clean through the metal floor with ease and tearing out a large section, exposing hoses and tubes and wires; Upchuck ignored them and merely retracted the tongues into his mouth, taking the metal sheet with him and engulfing it in one bite. "Mmmm. Yummy." he chuckled, chewing the metal into a disgusting, acidic paste.

"I swear, Gourmands lost their taste buds eons ago." Sirena teased as the drumming got louder and louder.

"Hey, I resent that remark!" Upchuck chided. "I mean, sure it could use a little salt, but it's still good!"

"Hey, are we here to discuss culinary goods or clean Maltruant's clock!?" Avea snapped, now seriously annoyed in the distractions her team was indulging in. At least Sirena had managed to control her flighty attitude. Avea sucked in a deep breath, inhaling the intoxicating scent of fresh straw and oats with a hint of apples; it really helped calm her frayed nerves, especially when their quarry finally appeared.

"Ah, Bethany Tennyson! We meet again." Maltruant snarled, his thick German accent making his speech a tad hard to understand.

"How many times does I gotta tell ya? I'M A BOY!" Gourmand gurgled angrily, his cheeks bloated with the acidic globs that were building up inside of him.

"You aren't getting past us, Maltruant!" Avea snapped angrily, thrusting a sword in his direction to emphasize her point.

"He isn't?" Bonita whimpered nervously.

"No he ain't." Upchuck grumbled.

Maltruant actually seemed to grin at this. "Oh, how ignorant you all must be. To believe that I would actually come back to the place where I nearly met my demise without bringing proper equipment." he chuckled maliciously. Before he could set whatever sick and diabolical plan he had in mind into action however, Upchuck and ghouls attacked, charging forward as one. Avea slashed her sword across Maltruant's chest, drawing sparks as she raised her other one to bring it down on the windup key protrusion on his head, a loud, hollow ring echoing throughout the base and stunning the Chronosapein as Upchuck took the opportunity to spit whatever disgusting glop was in his mouth out at Maltruant and hit him full in the face. A loud and painful hissing sound filled the air as the rogue Chronosapein recoiled in disgust, trying to wipe the goo from his face; Sirena didn't give him an opportunity and swung her bo staff like a baseball bat, knocking him back a feet few and into the hole Upchuck had made, holding him in place.

Bonita actually smiled and dug around in one of her pouches before pulling out a fistful of suspicious looking pink powder. She fluttered closer to the trapped Chronosapein and inhaled a breath through her nose, prepared to blow whatever was in her hand out at Maltruant. The rogue Chronosapein had had enough however and quickly raised his hands, the windup key-like protrusion on his head spinning backwards at a rapid pace as a sound like a dying bell rang throughout the hallways. The effect was immediate was all three of the ghouls and Upchuck were frozen in place as if trapped inside of a photograph.

"All too easy," Maltruant chuckled as he extricated himself from the hole in the floor. Instead of pushing past his opponents and leaving them there until he was done however, he merely gave shrill whistle. A loud clacking sound like hundreds of small, metallic footsteps met his artificial ears as a dozen, insect-like droids came marching down the hallway, stopping a few feet from their master; they had originally been inventions of the Rebellion, but Maltruant had easily turned them over to his side with a few modifications to their programming. There were two variations of the droids, one that was nothing more than a ball on four jointed legs and with a laser cannon on the front. The other one was built more like a centipede, its metallic segments clacking against each other it moved. "Take them to Sector F4. Destroy them once you are there he instructed with a dark chuckle. One of the droids, presumably the leader, gave Maltruant a salute with one of its jointed legs as its soldiers marched towards the frozen ghouls and Gourmand and easily picked them up and set them on their backs before marching away without a word.

"Oh, how I love it when things go my way!" Maltruant exclaimed almost giddily. After a few minutes of patiently waiting, he returned the time line to its normal speed and stepped over to the elevator, pressing the button and stepping through the doors; he could almost imagine his enemies horrified screams as they were torn to pieces.

* * *

Bonita didn't know how she got to wherever he was right now, but sure didn't like it.

Surrounded on all sides by insect-like robots that clacked their jointed, metal legs on the ground in a terrifying rhythm was not something Bonita enjoyed, and she was pretty sure her friends were also not huge fans of the situation either. As one, they each took a section of the large army of turned-droids and crushed them beneath their might. Bonita balled her hands up into fists and thrust one at a droid, a hidden blade sliding out just beneath her wrist and stabbing itself into the robot's head, sparks flying everywhere as it fell to the ground, dead. She spun around and landed a kick to another droid, smashing it into its brother before stabbing her needle-tipped fingernails into the metallic skin, swooping up into the air as a loud hiss filled the air and the the robot melted into a steel soup.

Upchuck merely ate his enemies in one swallow, wrapping his tongues around their antimonial bodies and smashing them into their brothers and sisters before swallowing them whole and chewing up their metal plated exoskeletons. Then, seconds later, it would come back out in the form of a disgusting, glowing, green ball of digestive juices that would eat through the droids systems and finish them. One particular droid however, managed to evade all of the Gourmand's attempts to eat it. With a mechanical screech, it skittered forward on its many legs, twisting and turning its segmented body to avoid Upchuck's tongues, before ramming its head into Upchuck's stomach and sending him flying into a platoon of its brothers. Unfortunately for it however, its hand managed to strike against the Omnitrix.

Upchuck was engulfed in a tidal wave of green light that washed over his body, briefly changing him back into Ben before the watch injected another set of DNA into his bloodstream. His arms and legs were pulled back into his body, shortening but not disappearing altogether. His fourth and fifth finger fused together as a short layer of tan fur covered his sifting body, rust colored spots appearing here and there along his arms. The brown mop of hair on his head was sucked back into his scalp as his ears became long and pointed before rotating to the top of his head as if they were liquid steel. His front teeth ground and cracked as they shoved their wave out of his mouth and over his bottom lip, giving him a rodent-like look as a green and black jumpsuit and a belt with the Omnitrix materialized on his body. The most noticeable change however, was when a massive, furry, blonde colored mustache appeared on his upper lip, finishing the transformation.

"Molestahce? I say, this quite unsporting, if I do say so myself." Mole-Stache sighed with disappointment before climbing to his feet. As if on instinct, his furry mustache twisted and shifted into a pair of massive, hairy fists. "I must say however, the advantages are simply smashing!" he chuckled before driving one of his massive fists into a platoon of droids. "Aha! En guarde, you rapscallions!"

Avea ignored the sudden change in Upchuck's shape and continued fighting, luxuriating in the feeling of her heart pumping rapidly with adrenaline. She was a whirlwind, a tornado as she slashed and stabbed her way through the sea of robots, no sooner having culminated one automation then to have denouemented another with accessibility; it scared Mole-Stache a little. With a sudden yell, Avea reared up onto her hind legs, giving her massive wings a single flap that blasted all the robots within range back a couple feet, her forelegs swinging wildly at anything that came too close.

Sirena, while having quelled her flighty personality in the past years, was not fully ameliorated of her condition. She used this, as well as her omnibus-maneuverability, to her advantage, dropping out from the ceilings and walls to deliver deadly swings of her bo staff or slice through strangling robots with the hidden blades hidden in either end. Other times she would give a single swish of her tail, blasting them back to be dealt by either Mole-Stahce or a frighteningly elated Avea. And as soon as it started, it ended, the four warriors surrounded by nothing but the remains of the droids that had once been their allies.

"I hate to put a damper on such a joyous event, but do any of you fine ladies know where the dickens we are?" Mole-Stahce inquired, having fallen on his behind to catch his breath as Bonita fluttered back down to the ground, her muscles starting to ache.

"Off hand, I'd say somewhere far away from where we were supposed to be," Avea sighed with annoyance, sliding her Katana blades back into their scabbard. "If you want specifics, I'd say we're somewhere in Sector F."

"And, is that good or bad?" Mole-Stahce asked.

"Bad. We're on the clear opposite side of the base," Avea cursed, blowing a puff of smoke from her lips and stopping her hooves in annoyance. "And Maltruant's no doubt probably turned the entire base against us!"

"Avea, calm down!" Bonita begged.

"Why should I!? One of our arch-enemy's inside our base, our home, and has practically destroyed it for unknown reasons! And not only that, he's released the Omnibeast on us! WHY SHOULD I BE CALM!?" she roared, Bonita shaking and curling up into a ball under Avea's temper.

"Ms. Trotter, I simply must ask you keep your voice down. Who knows what hideous beasts and monstrosities that rapscallion Maltruant as unleashed upon us." Mole-Stahce rationalized in a calm tone. Avea whirled around to glare at him, her eye twitching involuntarily as she took the cigar out of her mouth and threw it on the floor, crushing it under her hoof before pulling out another one to work on. Why was everyone else so calm when clearly things could not have been worse? Why were they so calm when they were so close to dying? And why was she actually becoming tranquil under Mole-Stache's stare? She found that her pulse had become slower and more steady, her chest heaving in and out a lot less, and her cheeks were returning to their normal, violet color.

"Fine." she grumbled, reaching down and hauling Mole-Stache to his feet as the Omnitrix timed out and brought Ben back to the world. "But we're getting a move on."

"I'm not complaining," Ben shrugged as the other two ghouls climbed to their feet (tail in Sirena's case) and strolled down the hallway ahead of them. Avea gave Ben a sincere smile before turning around, absentmindedly swishing her tail to flick Ben's nose as she did. "And I will never understand ghouls." he added under his breath, following them down the hallway.

* * *

Gil rushed down the hall, his breath caught in his throat as he followed the little circle of light put out in front of him. He clutched his flashlight tightly in his webbed hand as he ran nearly blind throughout the base, searching for Lagoona, Clawd, basically anyone that he could protect and in turn be protected as well. The one person he wasn't exactly desperately looking for was Ben. Gil didn't know how he felt about the watch-wearing, shape-shifting boy that had come into his life rather unexpectedly and turned it on its head. He guessed he was always envious of how easy things came to Ben simply because he not only came from another universe, but could change his form at will. What really drove him crazy however, was how good he was with the ladies; he claimed to be hopeless with love back home, but what Gil had witnessed so far highly contradicted this statement. It seemed no girl was immune to his charms and personality, and Gil was even doubtful of his own ghoulfriend. Sure, he respected their friendship, but he had been one of the few to notice that Lagoona had been acting rather strange ever since it happened.

It had only just witnessed it, curious as to why his ghoulfriend was being kept in solitary confinement. It had been rather late, had to admit, but he swore he saw Ben and Lagoona, his girl completely naked, wrestling it out on the floor for a brief moment before Ben changed into Toepick. All hell had broken loose after that, and Gil nearly yelled for him to stop, but managed to keep himself silent as the Omnitrix timed out and changed Ben back to normal. He wasn't sure what had happened in the slightest, but he was deeply hurt to see Lagoona collapse into Ben's arms in tears, seeking comfort in Ben instead of him; it made his blood boil.

He was nearly to what he hoped to Sphinx was the pool or the dorms when he felt strong, bony grip set itself on his shoulder and yank him backwards, nearly landing him on his back on the floor. Gil blinked and shined his flashlight upward to see who had taken him captive and nearly screamed. Standing over him, his bony face shining in the dim light of his flashlight, his single violet eye tracing over him with the stature of a starving wolf, his razor sharp scythe gleaming in the low light, was none other than Zs'Skayr.

"Z-Z-Zs'S-Skayr!" he panicked, bubbles filling his helmet as he climbed to his feet and tried to run away, finding himself too frozen with fear to go anywhere.

"At your service," the Ectonurite rasped, giving a toothy grin and slight bow.

"D-don't move!" l stammered as he nearly dropped his flashlight trying to dig into his pocket to pull out his walkie-talkie; after Maltruant's last entrance, everyone was required to keep one in case of power outages.

"I wouldn't do that if I were you," Zs'Skayr tut-tutted, waving a bony finger back and forth. "You might be interested into what I might have to say."

"Why would I listen to anyone as evil as you?" Gil spat, summoning what little courage he had left after his scare.

"Maybe because I have information on your girlfriend's relationship with Tennyson." said Zs'Skayr with a malicious tone, his smile broadening when he saw Gil's expression turn from one of terrified fury to one of interest; hook, line, and sinker.

"What are you talking about?" he asked cautiously.

"You really don't know, child? It must be a blessing to live in such ignorant bliss," Zs'Skayr sighed mockingly. "Your girlfriend is having an affair with Tennyson."

Gil was stunned. Had Lagoona really betrayed him, double-crossed him for Ben? He really couldn't blame her though; Ben was everything he wasn't: brave, courageous, and didn't care what other people thought of him. But should he really someone else's word on the subject, especially when that person was Zs'Skayr?

"Why should I trust you?" Gil asked in a shaky voice.

Zs'Skayr grinned; almost all too easy. "I have an eyewitness account of Tennyson in his Piscciss Volann form and your spouse having a rather heated 'make out session', as you say, not more than an hour ago. And even if you don't believe me, what are the chances your lover will remain with you when Tennyson already has so many woman under his thumb? How long before she joins him and leaves you behind?"

Gil was about to give a piece of his mind to Zs'Skayr before thinking better of it. How could he be sure? Now that he thought about it, both Ben and Lagoona were missing for the better part of an hour without anyone having any idea of where they were. And after the events he had barely witnessed, the pieces were slowly starting to put themselves together.

"Do you not see the despair Tennyson brings wherever he goes?" Zs'Skayr asked him, leaning on his scythe. "I myself have no spouse to love, but respect those already taken. And I can help."

"How?" Gil narrowed his eyes suspciously.

"Simple, really," Zs'Skayr admitted. "All you must do really is give me any valuable information that will help me end the Rebellion. Once done, Tennyson will be captured by my troops, and you and your girlfriend will be left well enough alone," the Ectonurite explained. "For the time being." he added to himself under his breath.

"And you swear once Ben's captured you'll leave us alone?" Gil asked skeptically.

"High Ecto-Lord's honor." Zs'Skayr swore, raising a hand and bowing slightly.

Gil bit his lip. Was he really going to do this to secure a relationship with the only ghoul to ever fall for him? Admitted, Lagoona had changed over the years while Gil hadn't, and their realtionship might not have been meant to be in the future. Then again, he had never felt a feeling so good with someone so special in all of his life, especially when his parents once sent him to an all Freshie school. Gil rubbed the places on his helmet where his temples would have been had he been able to touch them without taking his helmet off.

"What's stopping me from getting every recruit in this base down here with their weapons all pointed at you?" Gil asked with annoyance.

Zs'Skayr actually seemed to smile at the question and began to chuckle darkly, as if told some hilarious joke that only he knew the punch line to. "You didn't really think I would infiltrate my arch-enemy's base of operations to make a deal without some kind of incentive, now did you?" he cackled evilly. Gil gave him an odd look as the Ectonurite reached into the folds of his robes and pulled a bloodied dagger, tossing it to Gil; the freshwater monster flinched and let the weapon drop to the floor, tiny specks of blood splattering against his helmet. Zs'Skayr however, wasn't done yet, and reached into the folds of his robe a second time to pull a bloodied stake. Gil nearly screamed when he saw what it really was: a dull, blue, spiral horn that could only belong to one monster.

"What did you do to Neighthan!?" Gil yelled angrily.

"I eliminated him of course. Is that not obvious?" Zs'Skayr asked innocently. "And your prints are on the murder tool by the way." he added with a sick grin.

"How . . ." Gil trailed off, his mind barely able to process what was happening.

"I have my ways," Zs'Skayr laughed. "So. Do we have a deal?" he asked, reaching out with a skeletal hand.

"Deal." Gil sighed with defeat, sticking out a shaky hand. Zs'Skayr took the hand without hesitation, closing his bony claws around the freshwater monster's hand and giving it a good shake that sent shivers down Gil's spine. The Ectonurite then reached into the folds of his robe and dug out a small object that looked like a human skull with a large, red button between its open jaws.

"When the Rebellion is going to make a move against me, close the skull's mouth, and I will do the rest," Zs'Skayr instructed with a dark chuckle. "Pleasure doing business with you, Mr. Webber." he said with a tip of an invisible hat on his head. Without another word, he sunk through the floor of the base and out sight, cackling madly as he disappeared.

"What have I done?" Gil whispered with defeat, pocketing the skull, knife, and unicorn horn and resuming his search, unable to shake the feeling he had made a deal with someone worse than the devil.

* * *

"So, does anyone here know what the heck the Omnibeast is?" Walkatrout asked, easily keeping pace with Avea despite barely reaching her knee; during another run in with more robots whose numbers increased as they made their way back towards the elevator, the Omnitrix had transformed him into a Ickthyperambuloid. None of the group were particularly happy with the turn of events.

"Confidentially speaking, it's bio-weapon of mass destruction," Avea sighed wearily.

"So, it's a disease of some kind?" Walkatrout guessed.

Avea sadly shook her head. "If only. To put it quite simply, it's a simulacrum."

"So basically another Frankie?"

"If Frankie was a combination of two dozen different monsters stitched together into one horrific creature of mass destruction, then, yeah. It's another Frankie."

"Pardon?" Wlakatrout asked, slightly scared.

Avea sighed and rubbed her aching brow with a hand; she swore as soon as this whole issue was resolved, she was taking a few days off for rest. And maybe Ben would keep her company during that time, as most monsters avoided her when she was taking time to relax. _Wait, why am thinking about that? _Avea wondered, her face scrunching up into confusion. To everyone else, it looked like severe annoyance.

"Uh, Avea? Earth to Avea?" Walkatrout called, hopping up and down and waving his fins to try and catch her attention. "What the Sphinx is the Omnibeast!?" he suddenly yelled, snapping Avea back into reality.

"Huh? Oh! Yeah, uh, a little while back we started creating a sort of 'last-resort' weapon to activate in case the rebellion fell. It's basically a creature made of parts from two dozen different types of monsters all stitched together into one horrifying beast."

"Is that why so many people here are missing body parts?" Walkatrout asked.

Avea gave him a look and Walkatrout knew he had crossed a line. "Uh, forget I asked."

"If you _must _know," Avea growled in annoyance. "The body parts were grown from genetic samples gathered from different recruits from around the base. We made some modifications when you and the others came."

"Wait, you guys took samples of us for your monster!?" Walkatrout practically screamed.

Avea shrugged. "We're very good at our job. The only one to even know we were there was Abbey, and we had to explain the whole project to her before she put the guy gathering her samples into a hospital bed."

The Ickthyperambuloid sighed and continued onwards. "Mind telling what monsters it's made of just in case we run into it? Twyla did say it was on the lose."

Avea nodded. "It currently has Yeti, Fire Elemental, Boogey Man, Harpy, Minotaur, Sea Monster, Werewolf, Chinese Dragon, Vampire, Gorgon, Galilean, Gourmand, Cerebrocrustacean, Opticoid, Lepidopterran, and Human DNA."

"Dare I ask where you got the alien samples?" Walkatrout asked wearily as they turned down another empty hallway. The base was frighteningly bare and devoid of any enemies trying to stop their assault on the elevator, and it worried him greatly.

"We've had some run-ins with a few of them and gathered available samples that we purified of the Corrodium Infection. We got the Galilean, Opticoid, and Cerebrocrustacean, and Human DNA from you though."

"I don't know whether to be honored or to be frightened," Walkatrout gulped nervously just as a loud bellow rattled the entire hallway, echoing its way throughout the entire base without stopping. The savage call seemed to come from everywhere at once, but it sounded frighteningly close. "But I do know which it ain't!" he cried, running down the hallway as fast as his little legs would carry him; none of the ghouls argued and ran after him, trying to put as much distance between them and the Omnibeast.

They soon came to an intersection leading in three other directions than the one they came from. Avea quickly read through a mental map of the base and directed her team to go right, taking a slight detour since the direct path to the elevator was most likely protected and blocked. The Omnitrix thankfully timed out a little while after making the decision, much to Ben's relief. This did not calm his nerves entirely. While it was nice knowing that he probably wasn't going to die trapped in the body of a fish with legs, he couldn't shake the feeling that they were being watched. And then there was whole fact that Maltruant was still somewhere in the base. What did the metallic creep even want anyways? He already had the Anihilaarg, so what more could he want? Then it came to him: Maltruant was still relatively weak. In order to get to the beginning of time like he desperately kept trying to do, he needed a large power source. Was that the reason the base was absolutely drained of all power? Then again, it didn't explain why he was still here.

A metallic drumming sound came to his ears and he instinctively waved his hand over the Omnitrix, ready to change form at the ready as the ghouls all drew their weapons of choice; Bonita her hidden blades and many toxins, Sirena her bo staff, and Avea her Katana blades, plus cigarette. They stood huddled together, backs against each other and ready lash out at whatever came at them in the small hallway. The sound was coming from both ahead and behind them, surrounding them on all sides and making sure there was no escape whatsoever.

"C'mon, give me Four Arms!" Ben begged the watch on his wrist as he slapped the activation button, hoping for a correct transformation as the green light engulfed him and did its work. He felt his skin hardened into a soft, metallic sheen as it turned the color of oil and tar. His arms and legs were reduced to near toothpicks as his body shrunk down so that he barely reached Avea's knee. Ben's body came cylinder in shape, his pointed legs sticking out of the bottom and his pointed hands that included nothing more than a single finger and thumb out of the sides. A green lightning pattern etched itself down his front as two bolts appeared on either of his arm, a 'plus' and 'minus' symbol appearing on his back as the Omnitrix appeared on his perfectly flat head, completing the transformation.

"Whoa! I'm a Megawhatt!" Buzzshock cackled happily, green electricity coursing through his tiny body as the source of the unknown sound became known: more insect droids looking for a beat down.

"Ahahahahahaha!" Buzzshock cackled merrily as he dove straight into the battle, changing into his lightning form and snaking his way among the back half of the troops, entering their bodies through their metallic skin and draining them of their power supplies, becoming more powerful all the time. As he moved on from one droid to the other, the ghouls decided to take the front half of the droids and charged straight into them, cutting their way through the chaos and working as a team. As Avea stabbed her Katana blade through one droid, she threw the lifeless corpse over to Sirena, who batted it away with her bo staff into a small group of droids, taking them down as Bonita tossed some corossive powder onto them, ending them right then and there.

"This is _electrifying!_" Buzzshock laughed in a high-pitched squeaky voice as he blasted bolts of electricity from his tiny hands and into the sensors of a droid. Unable to now see the world in any shape or form, the droid stumbled around, blindly swinging its jointed feet into its fellow robots and dismembering them as Buzzshock absorbed their electricity, cackling all the way.

"Woo-hoo!" the Nosedeenian cheered before he got a strange feeling. In simple terms, it felt like he was going to burp, and not in a good way. This way felt like it was going to literally tear him apart and make him vomit at the same time. There came a sudden light show that lit up the entire hallway, revealing a practical sea of robots heading towards them.

"There are too many!" Sirena cried frantically, swinging her bo staff madly.

"I'll say!" Buzzshock piped up. The ghouls all spared a glance behind them and nearly dropped their jaws at what they saw. Hovering the air next to Buzzshock was an identical clone of him, everything from his beady, green eyes to the Omnitrix that sat on his head.

"Lookin' good, handsome!" the clone chirped happily.

"You too!" Buzzshock replied with a cackle.

"I hate to break up the love fest, but we could really use your help, Ben!" Avea cried as a droid leaped at her face and she just barely managed to impale it on her sword before it got to her. The two Nosedeenians nodded and lit themselves up, their bodies becoming streaks of lightning as they criss-crossed over each other, in and out of angry robots and stealing their power, all while cackling the merry way. Several times, the ghouls managed to catch glimpses of Buzzshock and his clone splitting in more Nosedeenians until they couldn't keep track of them any longer. And before long, there was a literal cloud of little battery-like aliens that, when they swarmed over a single robot, stripped it down to the bare parts like a shoal of piranha, even burping in unison; Avea was greatly disturbed by this.

And then, almost as soon as it had started, it was over. The hallway was littered hundreds of torn robot parts, their ripped edges vomiting up bright sparks every now and then as multiple Megawhatt clones picked their way through the wreckage, occasionally nibbling on edible looking pieces.

"We better get a move on," Avea breathed, sliding her swords back into her scabbards and bending a wing forward to massage it; due to the tight space and little usage they got, her wings would often sore and aching muscles or simply fall asleep until she managed to find a space bog enough to properly exercise them. With a sigh, she clopped down the hall towards the elevator, exhaustion starting to set in as she calmed her nerves. She glanced up to Bonita actually giggling and turning red as a trio of Nosedeenians cracked jokes with her and formed little heart shapes with their electrical abilities; this soon got her thinking.

Was she truly happy being one of, if not _the_, most feared person in all of the base next Twyla when she was ticked? Was she fine with the fact that whenever she and anyone else were walking opposite of each other, the person would dive into the nearest room to allow her to pass, no matter what room it was (this caused several embarrassing accidents males that happened to guess the pass code correctly and ended up in the girl's dorm and vice versa). Was she really envious of her friend simply because she had a boyfriend and she didn't. Her thoughts were shaken from her when she felt a gentle hand on her shoulder. She turned her head to nearly jump out of her skin when she saw it was Ben.

"Wait, how are you . . ." Avea trailed off, looking wildly back and forth between Ben and the Nosedeenians overhead. "I must be finally losing my marbles." she sighed wearily, pinching her brow.

"Nah, you're not crazy," Ben told her with a small smile. "They'll soon disappear." he told her, pointing up at the three Nosedeenians next to Bonita, just as one exploded in a ball of energy. The other two clones blinked at their vanished comrade before exploding into high-pitched laughter. They too, quickly blew up.

Avea sighed with relief and returned her attention back to her aching wing, pressing her fingers into the stiff muscle and rubbing circles into the flesh in the hopes of waking it up. She felt another set of hands on her other wing and turned to see Ben working on it while keeping pace with her. "You want to get the other one?" he offered.

Avea nodded. "Thanks," she said with a yawn and a puff of her cigar, which she crushed between her fingers and threw onto the ground, stomping a hoof down on it. Mere seconds passed before Avea pulled out another cigar and popped the end into her mouth.

"Okay, I know you said those things were totally safe, but you really gotta stop," Ben warned her. "They may not be as safe as you think they are."

Avea closed her eyes and rubbed her throbbing temples; it seemed every part of her was beyond tired right now as they got closer and closer to the elevator. According to Avea's mental map, it was only a few more turns away. "I know, I know. It's just things have been absolutely nuts lately.

"How long has it been since you've had rest?" Ben asked her, squeezing her wing between his wings before beating it gently with the sides of his hands; Avea had to admit it felt good.

"Almost three months." she replied.

Ben's eyes nearly bugged out of his head. "Seriously? You've been awake for three months!?" he exclaimed. Avea wearily nodded her head. "Okay, you are going straight to bed. No arguments." Ben ordered.

"No," Avea said firmly. "Even if I wanted to, I couldn't rest knowing that Maltruant was still in the base or that the Omnibeast was on the lose. I couldn't live with myself if Bonita, Sirena, or even you got hurt and I wasn't there to save you." she said with a sigh. "Look, how about after all this is over I go lie down, alright?" Ben eventually agreed, and the two caught up the rest of their group in front of the elevator they had long sought after. Sirena wedged her fingers between the shut doors and pried them open after a few minutes to stare straight down into a black void.

"Shoulda seen that coming," Ben mumbled, turning to the Omnitrix and cycling through the aliens.

"Wait! Wait for meeeeee!" a little, terrified voice cried from below. The group all turned their heads down to see Skurd oozing as fast as he possibly could towards them, snaking up Ben's pants leg and onto his shoulder, quivering behind his neck like he had seen Toepick's face.

"Skurd! Where ya been?" Ben asked cheerfully. A loud bellow immediately followed afterward, the sound of breaking glass, screams of helping and tearing metal accompanying it. "Forget I asked." Ben whimpered, quickly turning to the Omitrix as the ghouls all took to the air and fled down the empty elevator shaft. Ben slapped the activation button as the sounds of destruction got closer and closer, a green light filling the dark hallway for a brief moment. His skin turned a light lavender in color, his entire body shrinking down to about half a foot tall. Ben felt an itching on his backside and craned his neck to watch as seemingly fragile, butterfly-like wings sprouted and began to automatically flap to keep his small body size airborne. His toes melted together into two small claws as white gloves appeared over his delicate fingers. His cheeks turned pink and rosy as his hair turned violet and curled back. His ears became pointed and elf like as a green and black dress covered him, the transformation complete when the Omnitrix and Skurd appeared on his chest.

"What is _rrrrrr_ with all these tiny aliens?" Pesky Dust pouted as he gave a quick beatof his fairy-like wings and fled down the elevator shaft after his friends. Skrud had thankfully shrunk slightly with the transformation of the Omnitrix, making him small enough so that he wasn't blocking the Nemuina's vision. They soon came to catch up with the ghouls on top of the elevator box, Avea currently using her swords like a pair of scissors to cut an opening big enough for her and the others to pass through. The ghouls however, stopped their work to take one look at Pesky Dust before bursting into fits of laughter as he tried to look as big and tough as possible, which was hard to do considering he was only twice as big as a large squirrel.

"Oh, it hurts!" Avea giggled, wiping a tear from her eye as she finished cutting the hole into the roof. Bonita and Sirena dropped down first, Avea folding in her wings as tight as they would go and lowering her back end in as carefully as possible, hanging onto the edge of the hole to the slide her front half in before letting herself drop the rest of the way; the elevator box dropped a few inches under the impact as Pesky Dust fluttered in through the hole, hovering near Avea's head as Sirena pried the doors to the elevator open again.

"Okay, I am thoroughly confused." Bonita remarked.

They were not in the storage like last time, like Avea had hoped would happen. Instead they were in a large, spacious room with drab, gray, stone walls and flickering lights that hung overhead. Dozens of lab tables were scattered across the room, the ones that were still standing and still together holding bizarre and wonderful experiments that bubbled and brewed about. Several cages lined a section of the wall, their doors broken off or hanging on their hinges. Deep claw marks and scorches pock marketed the walls and cobwebs dotted the corners of the laboratory.

"Geez, talk about grim and grimmer." Pesky Dust whispered.

"Ms. Stein already used that joke, dear fellow."

"I'm well well aware of that Skurd!" the Nemuina cried with annoyance as a sudden explosion rocked the room. The ghouls all dove to the floor as Pesky Dust instinctively took to the air, dodging a flying vial of mysterious liquid that exploded inside the elevator.

"This is for invading the privacy of my lab!" a deep, gentlemanly voice roared.

"Is that all you have got?" a thick, German-accented voice taunted.

"So, we're in Dr. Viktor Stein's lab?" Pesky Dust whimpered slightly.

"That's right! He can be taught!" Skurd gloated, the fairy-like alien bopping him on the head as the ghouls climbed to their feet. "So why the dickens would that old windup toy come down here of all places?" the Slimebiote wondered.

"Just out of curiosity, where exactly was the Omnibeast created?" Pesky Dust asked nervously.

"Here. Dr. Victor made it," Avea replied, spitting out a puff of smoke from her cigar. "Why?" she asked, just as the elevator box behind them was flattened crushed with a loud shriek of metal and a thick cloud of dust.

"That's why." the Nemuina whimpered, fluttering away from the elevator shaft, the ghouls copying his movement. A low growl escaped from the elevator shaft before a large, white, burly, shaggy arm ripped through the dust cloud and thrust its gigantic fist into the floor, riddling it with cracks as the beast pulled itself free from the elevator shaft, tearing through the wall with ease.

The Omnibeast was monstrous. In addition to the large Yeti arm stitched onto its right shoulder, it had a dozen blood red Opticoid eyes on random spots along its body, the eyes never blinking as they took in information. The creature's left arm was a rust red, craggy Galilean arm with Opticoid arms dotting the rocky skin and Harpy claws tipping the firm fingers. Also taken from the Harpy was a single, large bird wing that sat on the right half of the beast's back, it's left wing a massive Lepidopterran wing. The head was vaguely human-shaped and a dull orange in color, crackling flames acting as hair as four Lepidopterran eyes starred at the world, unblinking. The beast's chest and torso were a deep blue in color, riddled with Sea Monster scales and more starring Opticoid eyes and Galilean rocks. The legs were cloven Minotaur hooves, the hair around them smoking and burning slightly as a Chinese Dragon tail swished behind it, tipped with a dozen Gorgon snakes. Exaggerated Vampire fangs hung out of the beast's mouth and slitted Werewolf ears sat on its head, studying its opponents with its massive Cerebrocrustracean brain. What was most unsettling about the franken-creature however, was its main pair of eyes; these eyes sat on the front of the face and actually blinked, unlike the others. They held extreme intelligence as it traced themselves over its opponents, the green orbs never leaving them.

They were Ben's.

"GOOD GRACIOUS, WHAT IN THE NAME OF THE CHIMERAN HAMMER IS THAT THING!?" Skurd screamed at the top of his lungs like a little girl. The beast snarled and shifted its gaze on Pesky Dust and Skurd; the Nemuina couldn't but feel as if the beast had locked itself on him and would not stop until he was destroyed. And to make matters worse, the Omnitrix decided to time out right then and there, reverting Pesky Dust back into the Ben. The Omnibeast was unfazed by this and merely stood still, its eyes never leaving Ben.

"What does it want?" Ben whispered to Avea as Dr. Viktor and Maltruant continued to yell insults at each other behind them; they were ignored by everyone.

"I think it's waiting to see what you'll turn into," Avea replied, slowly drawing her Katana blades out of their scabbard. "Out of everyone in the base, you're the most unpredictable and likely to kill it. The Omnibeast can't fight what it doesn't understand."

"So, it's basically seeing what alien I turn into so it can kick my butt?"

"Pretty much."

"Wow, don't I feel special," Ben grumbled sarcastically. "This is Khyber all over again."

"Who?"

"A story for later," Ben told the hybrid, turning to the Omnitrix. "_If _there is a later." Before Skurd could give him one of his rude remarks, Ben slapped the activation button and waited patiently as the Omnitrix did its work. Ben's arms became more muscular, his legs stronger and longer. He soon became so ripped that he lost his shirt, it being torn off his body and tossed away. His skin became patchwork, stitches holding random colored flesh together as the Omnitrix symbol and Skurd appeared on his right pectoral. Metallic bolts sprouted up from his shoulders, wrists, and neck as thick black hair sprouted from his head and down to his chin, stopping. The final transformation was the sudden growth of two large conductor like coils, crackling with electricity.

"Frankenstrike? Against an all powerful franken-creature?" the Transylian asked with what seemed to be worry. "Yeah, okay. At least I'm not small." he shrugged. He crashed his fists together and reached down to pick up a fallen beam, charging the Omnibeast with a loud yell as he raised the beam over his head. The creature didn't move until the last second, exploding into a shadowy vapor that washed around the Transylian's attack before re materializing behind him. And before Frankenstrike knew what was happening, the Omnibeast had landed a blow to his midsection, sending him sliding across the floor to crash into a lab table, chemicals pouring down his face.

"And that would be the Boogey Man DNA," Avea sighed with annoyance, spitting out her cigar and crushing it beneath her hoof, a habit she had been trying to break for a while. "CHARGE!" she then screamed, jabbing a Katana blade forward and surging towards the Omnibeast with Bonita and Sirena at her side. The monstrosity watched with curiosity, its oversized brain picking through all possible situations and attacks its opponents could make before making a decision. With a flap of its miss-matched wings, it rose up into the air, opening its wide jaws and blasting out a jet of red, hot fire that just grazed Bonita's head, nearly knocking her out of the air. The hybrid managed to recover just in time before rushing straight at the beast, fear in her eyes as Sirena flew by her side, her bo staff like a whirlwind behind her. While more clumsy in the air than on the ground, Avea brought of the rear, Katana blades swinging in what she hoped were wild and unpredictable strikes.

It was all for naught however, as the Omnibeast simply opened its jaws again and shot out a jet of icy vapor, landing a hit on Sirena and freezing her into an ice sculpture that clattered to the ground; it then changed into shadows again to avoid Avea and Bonita, returning to its original form back on the ground. The ghouls rushed at it from the air, ready to strike at its head, but the creature was prepared for them. The Opticoid eyes all over its body began to glow a warning green before all closing in unison, a gigantic eye opening up on the creature's chest and blasting a ray of green energy at Bonita, catching her off guard and striking her in the gut. A loud cracking sound filled the air as cold, hard stone raced up her body and fully encased her, her lifeless statue dropping to the ground with a dull _boom!_

Avea was now beyond furious, almost ready to explode if she could. With an enraged scream that sounded part rage, part horrid pain, and all out fear, she charged at the Omnibeast, swords swinging wildly as she rolled and twisted to avoid more blasts from the monster's many eyes. She managed to get one, two, three slashes across the creature's body, two on its chest and hacking off two of its Lepidopterran eyes. Before she could deal more damage however, the Omnibeast raised its Galilean arm, a green, wavering disk materializing into thin air at the tips of the talons. Avea, no matter how furiously she pumped her wings like a vagabond, could not reach the Omnibeast, her gravity having been manipulated to hold in her place. The Omnibeast green a toothy grin before thrusting its hand downwards, slamming Avea into the floor and nearly breaking all four of her legs under the severe pressure before ramming her back up into the rock ceiling and then throwing her into a wall before letting her drop to the ground.

The hybrid coughed up blood as she climbed to her feet, using one of her swords to support her weight under her shaky legs as the Omnibeast shuffled forward, its Yeti arm raised and ready to crush and end her. Before it could however, it suddenly lit up like a Christmas tree, bellowing in agony as Frankenstrike launched a blast of electricity at its exposed back, aiming directly at its delicate Lepidopterran wing and incinerating it into ash, grounding it.

"Get out there, Avea!" the Transylian yelled as Skurd oozed his gelatinous body over one of Frankenstrike's arms. "What are you doing?" he asked.

"Making a point, dear boy!" Skurd exclaimed, morphing Frankenstrike's arm into a Talpaedan's. With a satisfied grin, the Transylian ran at the Omnibeast, yelling his battle cry as he fused the claws on the end of the arm into a hardened tip and thrust it deep into the creature's Galilean arm. The piston the other end of the arm began to pump furiously as a loud, jack-hammering sound filled the air; the Omnibeast howled in agony as deep cracks appeared in the rock skin before the limp shuddered and suddenly fell from the body, landing limp on the ground and leaving a rocky stump on the Omnibeast's shoulder.

"How do like them apples!?" Skurd cackled with glee, stretching himself over the Talpaedan arm and Frankenstrike's back, morphing his gooey body into the Bloxx Lobber. His host grinned as he aimed the barrel of the gun at the Omnibeast's face and fired off a couple dozen blocks, all of them exploding and sending the monster skidding back. The beast was not finished however, and quickly opened its maw to release four, long, sticky Gourmand tongues that reached down to the floor and scooped the thrown blocks into its mouth, quickly chewing them as its cheeks buldged.

"Hit the deck!" Frankenstrike cried as the Omnibeast gave a serious hack and spat out several globs of disgusting acid. Skurd saw the attack coming and took away the Bloxx Lobber, sending it back into the Omnitrix before tapping into another set of DNA and forming a Petrosapien shield that Frankenstrike quickly raised over his body to protect himself; the thrown projectiles hissed loudly against the mineral shield, but slid harmlessly to the ground where they began to eat away at the floor before dying out. By then Skurd had taken away the Petrosapien shield in favor of covering both of Frankenstrike's arms and changing them to match a Thep Khufan's.

"This is a new one," Frankenstrike noted before raising the new limbs above his head and lashing them back down, cracking the extendable fingers forward to wrap around the heavy Yeti arm and restrain it. Both ends struggled for a few brief moments before Frankenstrike managed to gain the upper hand and haul the beast's entire weight into the air before slamming it back down into the ground, retracting his bandage fingers to catch his breath.

"Look out!" Skurd warned. The Transylian blinked and yelped, diving to the ground as twin jets of fire and ice shot over his head, slamming into the wall behind him and obliterating it to reveal ragged, rock wall. The Omnibeast climbed out of the crater its body made and turned back into its shadowy vapor swooping through the air to swirl around Frankenstrike into a tight cyclone. Frankenstrike clenched his bandaged fists and felt his conductors crackling with energy, a large ball of electricity building between them before launching out into the cloud, sparks dancing through the black storm before the shadows condensed back into the Omnibeast. And for once, it looked weary.

With a loud roar, the Omnibeast charged right at Frankenstrike, determined to crush him into a thick, gooey paste under its single fist and large hooves. The creature managed to land a blow to Frankenstrike's jaw and midsection before ramming its shoulder into him and knocking him to the ground and sending him skidding into another lab table, spilling the chemical contents it held all over him once more.

"Again? My dry cleaner's gonna have a fit!" the Transylian groaned as the Omnibeast approached, ready to finish it opponent right then and there. The only thing that kept it from ending its opponent's life however, was the slimy little creature that sat on his left pectoral muscle, but the creature chose to ignore it. It opened its jaws again to let the four tongues slither back out into the world to grab some of the rubble that had collected on the ground from the battle. The Omnibeast's teeth groaned and crunched the rock and wood into a thick, gooey paste before enzymes in the mouth added special chemicals to the mix that made it extremely corrosive and acidic. The creature narrowed its human pair of eyes at the dazed Transylian, knowing its victory was assured. It sucked in a deep breath through its nose before launching the massive ball of disgusting glop at Frankenstrike, ready to see the patch-work flesh melted off of his bones right before its eyes.

And it almost would have had a purple blue not suddenly stepped between them and blocked the the corrosive material with a loud _clang! _The Omnibeast to see a panting Avea standing between it and Frankenstrike, her face twisted into an expression that promised death; the Omnitrix timed out and changed Ben back to normal. "No one . . . touches . . . my friends." Avea snarled in a dark tone before swinging her swords forward and slashing them across the Omnibeast's face, severing the other two Lepidopterran eyes and the four Gourmand tongues that hung out of its mouth. Dark, black blood splattered everywhere, on the Omnibeast, on the floor, on Ben, but mostly on Avea. The hybrid didn't care however and reared up onto her hind legs, lashing out with her front pair and landing two deadly blows to the jaw that knocked out the Vampire fangs in its mouth.

More black blood poured from the Omnibeast's mouth as Avea pushed it back with unrelenting ferocity, screaming with rage all the way as she lashed out with her sharp hooves and even sharper swords, using her wings to deflect feeble attempts to fight back from the Omnibeast.

"As much as the girl can handle herself, it won't be long before she's absolutely exhausted!" Skurd remarked.

"What do you recommend we do?" Ben asked, rubbing his sore skull.

Skurd gave him a look. "You can't be serious, dear boy! We do what we do best: kick butt!" he declared cheerily as he turned on the Omnitrix and cycled through the available transformations with little tentacles before coming across the desired one and pressing down on the activation button. Ben felt his flesh become slightly squishy and more stretchable, glancing as he turned a dark green in color, parts of his hips, shoulders, wrists, and knees turning black. Large, red and yellow thorns ripped out of his shoulders and arms as he grew taller and taller, his head just barely scraping the low ceiling of the sewer. His hands turned into yellow claws covered by a dull orange covering with small spikes on his knuckles as fleshy thorns popped out of his disappearing knee caps and melting toes. His entire skeleton seemed to vanish completely to be replaced by something like the stem of a plant. His felt his head become engulfed in a flesh flap as his ebbing skull became pointed and brightly colored. The flap suddenly split open, forming into a kind of collar as the Omnitrix and Skurd appeared on his stomach, finishing the transformation.

"Swampfire? Now we're talking!" the Methanosian chuckled, long vines sprouting from the palms of his hands, the very tips igniting into balls of flame. "Time to whip this sucker into shape!"

"Just when I thought your quips could not get any worse." Skurd sighed wearily as Swampfire charged after Avea and cracked his whips to wrap them around the Omnibeast's Yeti arm, holding it in place Avea managed to cut through the stitching and severe the limb entirely; there was no blood. Now with nothing bu a single wing and multiple eyes to defend itself with, the Omnibeast knew it was doomed. Even its highly advanced Cerebrocrustacean brain could not find a way out of its current situation as Avea and Swampfire descended upon its, slashing with blood covered Katana blades and flame-tipped whips that stun its vulnerable skin. Every now and then it would manage to land a hit with its dragon tail or stun one of them with its various elemental breaths, but it would be fruitless; Swampire would simply absorb the flame and throw it right back at him or warm himself up if frozen. Avea was more vulnerable to the elemental vapors, but could always count on Swampire to save her just in time to deflect them with her wings to the point where it looked she had thousands of crystals sewed into her feathers.

"This is for Sirena!" Avea roared, slicing her swords through one of the Omnibeast's Minotaur legs and making it drop to one knee as Swampfire hung back.

"This is for Bonita!" Avea cried again, slicing one of her swords through half a dozen Opticoid eyes and severing the dragon tail with the other.

"And this, this is for just because!" she bellowed at the top of her lungs, twirling the blades around in her fingers before stabbing them downwards and into the Omnibeast's skull, piercing its large brain and ending its life. The monster's corpse dropped to the ground as blood poured out of its mouth, nose, ears, and even leaked from the tear ducts of its eyes, Avea pulling her swords out of the flesh and letting her arms drop to her side.

Swampfire cast the plant-like whips aside after making sure the tips were out and walked over to Avea. "Rest," he told her. "I'll check on Maltruant and Viktor."

Avea merely nodded and simply dropped to the floor, landing on her knees and wrapping her wings around her self, letting her swords clattering to the ground as she welcomed the blackness that had haunted her for three months now. Swampfire smiled and turned to check on the good doctor and rogue Chronosapein in the next room; he was met with a scene of destruction.

Dust covered the floor and mounded into large piles scattered about, tables lying on the floor like the walls of a labyrinth as hundreds of experiments were smashed and destroyed between them, pooling into suspicious puddles or eating away at their surroundings depending on their content. The Methanosian cautiously stepped into the room, avoiding a shattered vial and stepping quietly over a turned over table.

"Hello? Mr. Stein?" Swampfire called out into the darkness. He was met with an eerie silence that was only interrupted by the bubbling of chemicals spilling out of their containers and onto the floor and the occasional zap or crackle from two heavy conductors wired into the ceiling. Without a word, Swampfire shoved a fallen table aside before deciding to stand it back up. He continued like this, working this quiet and bizarre clean up job in the hopes of uncovering anything that would give him a clue to what had happened in the room.

A pained groan came from a pile of rubble off in a corner of the room and Swampfire rushed to it, hopping over tipped tables to a the mound of debris that stood in front of a large imprint in the wall; it was vaguely human-shape, if the person in question was twice as tall as any person known. The Methanosian quickly began digging through the pile of debris, pushing back handfuls of dirt and rock pebbles and rolling aside larger pieces until he managed to uncover something beneath the pile. Or rather, someone.

"Whoa. Are you okay?" Swampfire asked, grabbing hold of Mr. Stein's large hand and pulling him up into a sitting position, dirt and rock pebbles sliding off of his body and into the pile as the large monster groaned and rubbed his aching skull.

"Fine, lad, fine," Mr. Stein reassured him. "My cranium is killing me, but that's not important right now. Tennyson, Maltruant's after Project X-18."

"Please, just call me Ben," Swampfire told him. "And what the Sphinx is Project X-18?"

Mr. Stein winced as he stood up, rubbing his sore back as he explained. "For the longest time, we've been having problems powering our base of operations. Nothing we tried would keep it up and running at the pace we required it for long. So, I began to work on a project to power the base without having to risk raiding Zs'Skayr's camps every time we ran out of fuel." At this point, the large simulacrum twitched and flapped his arms like a bird, softly clucking and pecking the ground as Swampfire tried to contain his laughter.

Mr. Stein twitched once more and continued on as if nothing had happened. "In short, Project X-18 is a new power core I have been working on. I actually modeled it after a form of yours. Nuclear Man, I believe?" Mr. Stein guessed.

"Atomix." Swampfire corrected.

"Yes, yes," the large monster brushed it off. Anyway, had I invented it fifty years ago, before this whole mess started, it would have had enough energy to power all of New Salem for the next two-hundred years without fail; seventy-five years for the entire country," he explained. "That scoundrel has gone back to the main power core area to secure it."

"What's it doing there?" Swampfire asked.

"I was going to install it before Maltruant infiltrated our base of operations," Mr. Stein sighed wearily. "Go. You don't have much time, especially after defeating the Omnibeast."

"Yeah. Word of advice on that: don't try it again." Swampfire warned him before leaving the room.

"Words to live by." Mr. Stein sighed before collapsing onto his back to rest.

* * *

The power core was amazing. It actually bared resemblance to the Plumber base back home, but Ben kept this to himself as he walked along the top platform that ran around the circumference of the room in a wide ring. Below him were three more decks similar to the one he was on, each one packed with old bits of machinery that no longer ran or were kept in storage until they be used again. The most noticeable part of the room however, was the large, metallic sphere that hung in the very center of the cylindrical room, ringed by the three decks and reachable by a walkway from the second deck. Hoses and wires snaked from hundreds if not thousands of random points along the sphere; Ben would have guessed it was a large containment sphere of some kind, to hold a power source.

It would have all been far more impressive and amazing had he had not had to help Avea walk alone. The hybird had woken from a short, uncomfortable nap on the lab floor to see him leave and refused to rest until the matter was dead and buried; Skurd had been slightly uncomfortable with her choice of words.

"So, if I were an Overgrown Wind-up Toy, where would I be?" Ben wondered quietly as Avea leaned on his shoulder with a wing wrapped around him for extra support.

"Probably searching for Project X-18," Avea yawned. "And since I don't see him on this floor, he's probably farther down."

"How can you see anything in this darkness?" Ben wondered.

"When you're stuck in an underground base that's prone to having power issues for fifty years, you develop some keen eyesight." Avea said sleepily, her movements more slow than before. Ben sighed and quickly slapped her across the face, waking her up. "Thanks."

"No prob. But seriously, you really need to get some rest," Ben told her, leading her over to the railing for her to lean on as he turned to the Omnitrix; he was near blind in this much darkness, and any form that had good night vision would be much appreciated. He cycled through the aliens in his roster before selecting Eye Guy and slapping the activation button, the green light washing him and doing its work. He felt the skin around his skull slowly vanish, as if some flesh eating parasite were eating at it. His skull slowly turned upside down as the bones ground and shifted with a sickening sound. The teeth became sharper as new, thicker skin covered his face and his eyes molded into one. His fingers turned into dagger like claws that felt like they could slice through someone's soul. His legs wrapped around each other into a sort of ghostly tail as thick, green chains formed around his neck and wrists. The Omnitrix and Skurd appeared on his chest, the chains all meeting together at the same spot as a dozen writhing tentacles suddenly spilled forth from Ben's insides. The transformation was complete.

"Let the games begin!" Ghostfreak rasped.

"You are _so _lucky we're friends." Avea warned him, reaching into her jacket and pulling out yet another cigar and lighting it with a small lighter she dug out of her pocket.

"Seriously, you really need to stop smoking those." the Ectonurite sighed.

"At this point, the caffeine in them is the only thing keeping me awake," Avea yawned, sucking on the end and puffing out a cloud of dull yellow smoke that Ghostfreak saw as clear as day. The Ectonurite rolled his eye and led Avea away from the railing, flying over the railing and down to the floor below with the hybrid right behind him. It was still pitch-black down below, even darker than above if that was possible, but Ghostfreak saw everything as if it were daylight; having evolved on a planet plunged into near abyssal darkness did that to most species, their genes adapting to their environment to help the species survive and even thrive in some cases.

Evolution aside, the second level was rather empty, accept for machines that lined the walls, presumably to help keep the power core stable, and spare crates and carts carrying supplies. There was no sign of Maltruant or Project X-18.

"It's quiet," Skurd murmured. "_Too _quite."

"Figure that out all on your own?" Ghostfreak grumbled. "On the bright side, I think we aren't alone." The Slimebiote gave him an odd look before the Ectonurite pointed with a claw towards a faint, soft, red glow coming from across the platform. He took to the air and flew across the circular gap that separated both sides of the platform, leaving Avea, and descending down to the other side to hover a foot or so above the ground. The red glow he had seen before was still there, nothing more than a wide circle hovering in the darkness with two small orbs a couple feet above it, as if they were a pair of eyes.

"Beth Tennyson. So nice of you to join us." Maltruant spat with disdain.

"I'M A BOY!" Ghostfreak roared. "What are you, blind!? And the what the Sphinx do you mean by 'we'?"

The rogue Chronosapein merely chuckled as the glow from his chest became brighter and brighter until it created a red dome of red light around him, exposing the Chronosapien's black and gray metal skin. He was as evil-looking as Ghostfreak remembered, a cold, hard exterior covering him and his metallic eyebrows arching downward into a permanent scowl. The Ecotnurite noticed that while one of Maltruant's arms hung limp at his side, waiting to be used, the other was holding something its hand. The Chronosapein's chuckling got louder as it brought its arm above his head, hauling up what was kept locked up tight in his fist.

It was Twyla.

"Let her go, you Overgrown Wind-up Toy!" Ghostfreak spat.

"I seriously thought your battle quips were much better than this, Tennyson," Maltruant joked.

"Don't play games with me! I said let her go!" Ghostfreak hissed angrily, his claws became sharper as his tentacles ripped through the skin on his chest. A line around his mouth split through the protective skin across his body, razor sharp teeth ripping out from underneath it as a row of bony spikes teared through his back.

"Oh, of course I will!" Maltruant said rather giddly. "As soon as _you _help me find project X-18."

"And why would I help you?" Ghostfreak hissed.

"Because if you don't," Maltruant smirked, walking towards the railing and hanging Twyla's limp form over the side. "Your glorious leader takes a little trip she will most likely not survive. I never knew one could take a such beating from such a primitive beast." he remarked mockingly.

The Ectonurite froze, his single eye tracing over to his lover. She did indeed look horrible, as if her body had put through a paper shredder; her skin was riddled with deep cuts and gnashes that dripped with dark, red blood and her left arm hung limp from her body, crushed. Nasty looking burns laced themselves across her leg, her metal replacement half cooled in places and looking as it had been twisted like a pipe cleaner. A terrible looking wound that was still bleeding lay on her head, large fistfuls of her twilight colored hair ripped from her skull as the mother of all scars tore across her last good eye. She didn't look she would last much longer, let alone a hundred foot drop to the bottom of the main power core room.

"Fine," Ghostfreak agreed with great disdain, his teeth and spikes retracting back under the protective skin that covered his body as his tentacles slithered back inside. "Mr. Stein said he was going to install it before you cut the power, so it has to be on this level. That's all I know."

"Hmmm," Maltruant hummed. "Your grandfather has taught you some useful tips, such as surrendering when you have no other option." he chuckled darkly.

"But apparently not 'Look out behind ya'!" Avea roared, thundering down the platform towards Maltruant and managing to catch him off guard enough to land a strike to the key-like protrusion on his head, a hollowing ringing sound echoing throughout the chamber as Maltruant stumbled on his feet, accidentally (or purposely) whacking Twyla's limp body into the railing. Ghostfreak cried out in worry and rushed forward, his claws raised to rake them across Maltruant's metal body and try to dismember or possess him.

The rogue Chronosapien seemed prepared for it however and quickly spun the windup key-like gibbosity on his head backwards, a sound like the toll of a dying bell echoing throughout the chamber as a red beam radiated outwards and froze everyone and everything it came into contact with on the spot, freezing them in time. With a grunt, the Chronosapien climbed to his feet and lumbered across the platform, carelessly dragging Twyla behind him as he rather lazily searched through the stacks of crates on the level, incautiously knocking them over when they didn't contain what he was searching for. After what seemed hours, though it was hard to tell considering time was frozen, Maltruant finally found what he was searching for: a glowing green orb with two metal caps hugging opposite poles of it as it swirled and pulsated with almost limitless energy. The Chronosapein chuckled to him as he stored Project X-18 in a compartment on his body, setting it next to the stolen Anihilaarg and closing the hatch before calmly marching back over to Ghostfreak and Avea, still frozen as they were when he left them. He heedlessly dropped Twyla to the floor and stalked over to Avea, moving her body so that she would be even with Ghostfreak. He then moved over to the Ectonurite and pushed him into the air and a little to his left so that he would be in a position to attack his partner.

Maltruant then walked back over to Twyla and hauled her back up into his large hand before spinning the protrusion on his head forward again, bringing the time stream back to its normal rate. Avea and Ghostfreak suddenly sped up, after having been in the longest jumps of their lives, and crashed into each other, landing in a tangle of arms, legs, and wings on the floor.

"Oh, how you have failed, Tennyson," Maltruant said without feeling as he stepped in front of the groggy Ectonurite. "Rule number one when dealing with the most diabolical being in existence: never trust them." he chuckled, hanging Twyla over the railing.

"You said you weren't going to drop her!" Ghostfreak cried.

"Yes," Maltruant agreed, his metal eyebrows arching down even further. "I lied."

And without another thought, Maltruant released his hold on Twyla's wrist and let her fall to her doom, summoning a blood red portal and stepping through, disappearing from existence as the portal sent him elsewhere and closed behind him.

"NOOOOOOOOO!" Ghostfreak wailed.

**And there we go! I truly am the most evil for leaving you hanging like this, but since its my birthday I can do whatever I want! Ha-HAH! But because I'm not _that _evil and seriously enjoy typing this story, the next chapter will be out in a little less than week. More more.**

**Also, I would like to state for the record that Lagoona is _NOT _a part of Ben's harem. But since so many people were requesting something like this, I decided I might as well give you what you want. And to make you even more happy, there may be roughly ten, possibly twenty more chapters before I end this. Ya, I got a lot of work to do.**

**ATTENTION!** **For those of you that hardly read the author's notes anyways and simply skipped this over above, you might want to pause right there and listen up! I am holding an OC contest for this story. Now before any of you get too excited or angry, I WILL NOT BE ACCEPTING NEW CHARACTERS OR OMNITRIX ALIENS! This contest is for a later chapter that I 'm preparing for right now and I thought y'all might wanna join in the fun.**

**This contest is for Nemetrix predators! The rules are simple: send me an OC for a predator through the reviews or PM listing its name, home planet, species name, description, powers, weaknesses, and what Omnitrix alien it hunts. I will except predators of Omnitrix aliens (including my OC alien and the other new ones) only! Any others will be instantly disregarded!**

**The winners (an unknown number will be picked) will get their predators published in this story and, as an added bonus, will have their creations brought to life! I now have a Deviantart account and intend to use it by drawing the winners if the contest! And if you have any guess as to how the canon Nemetrix predators and your OCs fit into the story, take a guess!**

**As always, comment, review, suggest, and request down below!**

Hasta Luego!


	32. Suddenly Hades

**Hey, everyone, I'm back with an all new chapter!**

**Thanks to all that submitted their Nemetrix predators to the story! The contest is still active, and I will accept multiple submissions from readers and the likes until the contest is over! For the rules of the contest, go back to the last chapter and read the author's note. I'll wait.**

**We done? Good.**

**On an unrelated note, I will be going back to previous chapters and doing corrections to smooth out the writing and put in more material where there is lack of, especially when I was having one of those days with writers block and I was writing a sucky filler chapter. So, don't forget to go back to previous chapters and see if there's anything new!**

**Now then, before moving on, I must thank a few special people. I know I've probably said this a hundred time by now, but I couldn't have done this story without the help of _DJ Rodriguez. _He was the one that gave me the idea for this chapter and the next, so I would like to dedicate this chapter to him.**

**Another reader I would like to thank is _Morantis. _Thank you for the constant support you've given me ever since you discovered this story. It is greatly appreciated. And, for all of those who don't know who this wonderful author is, you seriously need to check out their story _True Heart Desire_, one of the best ApplexRaven stories out there.**

**And if you're looking for Ever After stories to quell your desire until the sequel, check out _Moratis's _story, as well as _The True Love Loophole _by _Sigmu_. Seriously, their story is absolutely fantastic in every way. Take my word for it and check it out!**

**Now that formalities are out of the way, don't forget to comment, review, suggest, and request down below!**

**Onward!**

"NOOOOOOOOO!" Ghostfreak wailed, an outstretched hand over the railing and reaching for twyla's falling body, knowing he could not hope to reach her in time. But he had to try.

With a furious hiss, the Ectonurite slapped a taloned hand on the Omnitrix, narrowly missing Skurd as the Omnitrix activated and sent out a green light to wash over Ghostfreak, sucking him back into the Omnitrix and returning Ben to the world before injecting him with another set of alien blueprints. His wrists bloated to the size of basketballs, his fingers reduced to black claws as the blubber from his hands traveled up the length of his arms, expanding and growing and swelling to massive proportions on his shoulders. His belly suddenly exploded outwards, his legs becoming short and stubby, his toes becoming bony and sharp, reduced to claws like his fingers had been. Hard plating began to pile itself up on his shoulders and his expanding hips, his entire back becoming covered in the durable armor that could withstand almost anything. His head became round like a beach ball before muscles and skin melted his face into his chest, his neck disappearing altogether. Black stripes and coloring formed over his pure white body, the armor turning yellowing as it formed on the back of his hands and shoulders. The final transformations were the sudden flexibility of his spine and the addition of the Omnitrix and Skurd on his chest, a little ways below his wide mouth.

With a grunt, Cannonbolt hauled his weight over the railing of the platform and fell over the side, letting gravity pull him down, his arms spread out beside him and ready to scoop up Twyla's body into his grip. He edged closer and closer to her as the air whistled past his ear holes, dull wiring and tubing whizzing by his head in a blur that he could barely see. What he could see however, was a massive fan that took of the entire bottom floor of the main power core, possibly put there to keep it from overheating when in use. Unfortunately, Twyla was falling right towards one so that when she fell, the still blade would slice her in half, killing her; Cannonbolt wouldn't let that happen.

With a growl, he thrust himself downwards just in time to catch the back of Twyla's jacket, pulling her into his embrace and instinctively curling up on himself, wrapping his shielded arms over his head and face as his back plating encased the rest of his body, forming a protective shell that not even the most corrosive of acids or lavas could eat through. Just as the shell closed all the way, he could a dull clanking sound from outside and feel the sharp jolt as he bounced off the frozen propeller and dropped between it and another to the space below. The Arburian Pelarota remained still for a few moments, unsure of whether to uncurl himself for Twyla's safety, before relaxing and unfolding onto his back, Twyla lying limp on his chest as it heaved up and down.

After a few silent minutes, Cannonbolt gently slid Twyla off of him and climbed to his stubby feet as the Omnitrix timed out and reverted him back into Ben as the sound of wings flapping met his ears; Avea landed next to him a few seconds later, rubbing her bleary eyes as she clopped towards them. Ben ignored her for the moment and squatted down, tentatively touching Twyl'as skin and putting an ear to her chest.

No sound.

Ben felt his heart skip a beat as he jerked his head away from her and furiously began to pump his arms up and down on her chest before pinching her nose and forcing air into her lungs through her lips. When there was still no response, Ben turned to the Omnitrix in the hopes of getting an electrical alien that could revive his unresponsive lover. But as if by some cruel twist of fate, the watch was unresponsive, giving him a signal that would not allow him to transform.

Now desperate, Ben jumped onto Twyla's body, straddling her between his knees as he furiously began to punch her chest in the hopes of awakening her heart, her body jolting with each punch as Avea stood stock still nearby; she couldn't bear to tell him it was too late. But by then, Ben had already realized it and gave up, scooping his arms under Twyla's back and holding her close, burying his head into her twilight locks and silently praying for a miracle. But it was not meant to be. As if the universe was trying to be even more cruel to its greatest hero, a loud shushing sound began to fill the space.

Ben glanced up with pink eyes and looked at his fallen lover with a pleading expression as her pale skin turned a dark gray and became loose and grainy, her figure giving away into a pile of dust that quickly ran through Ben's fingers. The last thing Ben saw of Twyla before she became a pile of dust, was her scarred face, forever twisted into one of peaceful agony; all that remained was her eye patch.

Ben was at a loss for words, unsure of what to feel or say or do as he wordlessly starred at the pile of sand that use to be Twyla before finally doing something. With a pained yell, he slammed his fists into the floor and screamed towards the heavens, a yell that was filled to the brim with utter despair and defeat as it echoed throughout the entire base, reaching every set of available ears.

Avea jolted from the sound and quietly walked over to Ben, shifting her legs to sit down beside him, her legs tucked under her body as she rested a hand on his shoulder. She was surprised when he suddenly pulled her into a hug, burying his head into her shoulder as he let tears fall from his eyes. Avea, after getting over the shock of such close contact, cautiously wrapped her arms around Ben, holding him tight as her wings enveloped them both, cutting them off from the world and its troubles as the two just sat there in each others company, mourning.

As she sat there, comforting Ben to the best of her ability, Avea was thinking of other things amongst the death of her leader. She only then realized how good it felt to have such contact with someone; it wasn't that the occasional hugs she received from her few friends weren't good, but it felt wonderful to have someone else touch, to hold her in a way that didn't hold fear of any kind. Ben didn't fear her in anyway, and he had seen how ruthless she could become on the battlefield; yet, he was truly unafraid of her. And that made her feel special.

Another train of thought that was running along her mind tracks was Ben's sudden behavior. She had seen him enraged, happy, and even depressed on a few occasions. But she could always count on him regaining his happy, go-lucky attitude sooner or later, always ready to hurt those that hurt those closest to him. But now, she didn't know what to think. To see the person that had inspired a hundred different races of monsters to set aside their differences and unite to fight for their freedom, to see the person who stood tall and brave in the middle of war, to see the person that everyone saw as the strong, sturdy rock to shelter them in a hurricane, suddenly break down, to cast aside his rugged exterior and expose such a helpless and depressed creature . . . it rocked Avea's world to the very core. To think, someone like Ben, who had saved the universe countless times ever since his life had been turned on its head, could just suddenly turn into a person who was so empty and devoid of hope so quickly . . . it boggled her mind.

It seemed unreal that she, someone who everyone in the entire base was scared of, could comfort someone as heroic as Ben seemed like pure imagination. And yet, it had happened. She could feel his tears leaking from her eyes onto her shoulder as he shoved face into her breasts, holding her tighter as her mourned; Avea would have been aroused by the sudden movement, but suppressed the emotion. She was here to comfort Ben, not to fall for him.

So why did she find it so hard to pull her fingers away from his luscious, brown locks as she held him, her own eyes starting to water as the realization of everything came down on her. And for once, she was not in the mood for one of her cigarettes. Actually, to be quite honest, she was drained. She was completely exhausted, both mentally and physically. Her entire body felt so heavy, particularly her eyelids, and she found that with every blink of them the world became a little more distorted. To make things better or worse, she found that holding, cuddling, with Ben actually made her much more sleepy. She felt so . . . comfortable . . .

"Night-night," she mumbled quietly, barely more than a whisper. Ben didn't even know she had drifted off to sleep as her wings drooped slightly and rested themselves on his shoulders, wrapping him and Avea in a blanket of warmth as she drifted on to sleep. It wasn't until a few minutes later that Ben finally pried his face away from Avea's shoulder to sniff and wipe his red eyes. He did notice however, that Avea refused to remove her chin from his head, and when he jerked it away, her head comically to the floor, landing in his lap as she stirred slightly; Ben chose not to disturb her and carefully pulled himself lose from her, slowly prying her hands off of his back and gently pulling her wings off her shoulders.

But Avea didn't seem to want to let go so soon. As shortly as Ben had released her grip from him, she unconsciously, slipped her arms around him again and held him tighter, resting her head on his chest as if it were a pillow. Ben found this rather odd, as Avea didn't seem to be one to fall for boy's, especially at a time like now. But once again, he chose not to disturb her and slowly climbed to his feet, hauling Avea's entire weight up with him.

"Skurd? Do me a favor, will ya?" Ben whispered.

"It's not how you asked it, but how you said it!" the Slimebiote said cheerfully, keeping his voice down to keep Avea asleep as he turned on the Omnitrix and cycled through the aliens before selecting Four Arms and pressing down on the activation with all of his strength. A blinding green light washed over Ben, the new DNA coursing through his blood stream, twisting and distorting his body into something new entirely. His arms became more furry as hundreds upon thousands of yellow colored hairs sprouted all across his body, racing down his legs and over his chest, up his neck to cover his face as his pinky finger was sucked back into his hand, deemed useless for whatever alien he was becoming. His ears became large and fleshy, similar to that of a rodent's as they rotated up towards the top of his head, his face bulging outwards slightly as his nose became flat and primitive looking. His canines became longer and sharper as his teeth became slightly crooked, his skeleton cracking and groaning as it was compressed and shrunken down to a height of roughly four feet tall. Two, long, furry, prehensile tails snaked out from the base of his spine, cracking and whipping themselves around as if they had minds of their own as his feet became bigger and perfect for gripping, his big toe moving into a 45 degree angle that allowed them to be used like extra hands. Black, gauntlet-like coverings materialized on his wrists, allowing his fingers free movement as a suit that greatly exposed his furry chest appeared on his body with green rings on the knees and elbows; the Omnitrix and Skurd reappeared on a green and white belt around the alien's waist, completing the transformation.

"Cool! New alien!" the small creature cheered quietly. "But, uh, what exactly am I?" he asked.

"For once, I honestly can't blame you for not knowing," Skurd sighed. "You are currently a Vong Linducher, a little known species that has the ability to tell teleport!"

"No way! Seriously? Are you sure?"

"Does this look unsure to you?" Skurd grumbled with annoyance, gesturing to his featureless face.

"Uh, no," the Vong Linducher noted. "But in that case, I'm gonna call this guy Teleportail!"

"I swear, the names you give your transformations get worse every time." Skurd mumbled as Teleportail moved his twin tails into the air behind him, a mental instinct telling him exactly what he needed to do in order to do what he was born to do. The two tails began to spin like helicopter blades, buzzing in a tight circle behind him as a low hum picked up. Teleportail effortlessly spun his tails faster and faster until they were a yellow and black blur. And just when it seemed his tails would simply be torn free from his body and fly off somewhere else on their own, a sudden explosion of light rocked the main power core, engulfing the Vong Linducher and Avea in one swift gulp before disappearing from existence.

They reappeared moments later in a dark room, most likely another one of the ghoul's dorms. Unsure of whether he was alone in the room or not, Teleportail searched for the bunk that could only be Avea's; having such a unique body structure limited what she could and what she could not have, and the alien quickly found Avea's sleeping quarters. Really, it was nothing more than a bunch of blankets that covered the floor with a mound of pillows piled into one of the corners under one of the bunks. He quickly and silently dragged Avea over to her bed and laid her down on the mattress of blankets, pulling one of the larger ones up over her body as her wings instinctively wrapped themselves around her and him. Teleportail froze and waited a few patient minutes before carefully and quickly pulling himself free of Avea's grasp and making his way towards the door of the dorm, hanging onto the door frame with a strong hand as he slammed his feet into the door and banged it open; Avea didn't stir as the alien scampered down the hall, swinging from the lights overhead with ease as he quickly suppressed the fun feeling inside of him now.

He no longer had any time for that. As of now, he was in charge of the base in Twyla's absence, hundreds upon thousands of lives resting on his furry shoulders; and he knew several of the recruits would not be pleased in the slightest with his new position.

He didn't care though. He didn't care for the title as Leader of the Rebellion. He was quite happy being their secret weapon, always brought out when they couldn't do things themselves. And unlike most of the monsters in the base, he knew exactly how to set things right. He now felt his blood boil and all feel other than pure rage course through his body as he made his way to the front door of the base, patiently waiting for the doors to open before scampering out into the cold alone.

"My, aren't we serious?" Skurd asked in a monotone voice; Teleportail ignored him as he once again spun his tail in a fast action, not flinching when the blinding light consumed him and sent him across time and reality to another place on the mortal plane. Or, in the case of where he was heading, immortal plane.

* * *

The Lord of the Dead, Hades himself, reclined on his throne, a rather bored expression on his face as he impatiently drummed his fingers on the obsidian arm. His wife, Persephone, sat next to him, her violet hair flickering like fire as she remained fixed and emotionless for the time being, her arms wrapped around the little girl sitting on her lap. Hailey Hydra squirmed slightly in her new mother's lap, her three heads quietly whispering to each other as they impatiently waited for something; what they were waiting for, they did not exactly know, but all three of the heads stopped bickering with one quick look from her adoptive father.

A sudden rumbling caught her attention as the entire palace shook, dust and small stone pebbles raining down from the ceiling as the entire world shook in a steady rhythm that sounded suspiciously like incredibly large footsteps running at stop speed. So when Cerberus came crashing through the front doors of Hades's palace, taking out an enormous chuck of the wall in doing so, Hailey had a very good right to scream all three of her heads off as Persephone and Hades both flinched. The gigantic, three-headed guardian of the Underworld whimpered like a puppy and lumbered forward with his legs, all three heads bowed towards the floor with their ears pinned back in submission. Standing on top of the middle head, with his paws holding tightly to the gigantic ears like a pair of reins was none other than Rath.

And he did not look pleased one bit.

"Ben! So nice to see you again!" Hades said with a mocking, chirper tone as he recomposed himself; Cerberus lowered his main head to the ground and remained still as the Appoplexian growled and jumped at Hades, grabbing the front of his robe and yanking his face towards him as Cerberus took the chance to run away as fast as he could.

"Lemme tell ya somethin' Hades, Lord of the Underworld, God of the Dead and Wealth, The Silent and Rich One, Husband of Lady Persephone, and Adoptive Father of Hailey Hydra! Rath doesn't understand what game you're playing at, so Rath is gonna respond with something else that he doesn't understand but hopes is insulting as well as violent!" the Appoplexian roared before drawing back his fist and sucker-punching the god in the jaw, sending up towards the ceiling to then fall back down to the floor and land on his face with a sickening _smack! _Both Persephone and Hailey smiled with amusement.

"Okay, okay, I don't know what that was about, but I probably had it coming," Hades admitted sheepishly as he pried himself off of the floor and climbed to feet, cracking his aching back as the flames on his head died down to a cool blue. Rath didn't fall for this however, and pounced on the Lord of the Dead, bringing his face up to his and growling menacingly, exposing the many teeth within his jaws.

"Rath doesn't know and Rath doesn't care what you had coming! Because Rath will always come for you if you don't give Rath what he wants right now!" he yelled furiously, nearly extinguishing the flames that danced on Hades's skull.

"Okay, so what can I do ya for?" Hades nervously; really, he wasn't afraid of the large and rather stupid Appoplexian currently pinning him to the floor and threatening his immortal life. He was acting, playing it up in the hopes of finding out why he had come down to his domain and how he could possibly turn this into his favor. Still, Rath _did _look rather intimidating.

"Lemme tell ya somethin' Hades! Rath wants his girl back!" Rath roared, climbing to his feet and lifting Hades off the floor. "Rath wants Twyla, Daughter of the Boogeyman Man, and Glorious Leader of the Indestructible Rebellion right here and now! And if you don't, I will knit your intestines into a sweater like Rath nearly did to Jaret, Leader of the Pantophage and ex-enemy of the Lewodan Empire!"

Hades blinked. "Okay, then." he said calmy, laying a bony hand on Rath's fist as the Appoplexian lowered him to the ground, the claws on his wrists now bigger than they were. "First off, I have no idea who this Jaret friend of yours is, but, uh, can ya get me his number sometime? Sounds like my kind of guy."

Rath snarled and raised a fist, putting the tip of his massive claw to Hades's pale nose. "Okay, let me you somethin', Benny. I'm not an evil guy, I'm just doing my job. So I'll cut you a deal. You want your girl back? Here's what ya gotta do," Hades said with a laid back voice as if it were the last thing he cared about in the world. "Alls ya gotta do is defeat three, count 'em, _three _of my best champions in the ring again. You win, you and your friend go home. You lose, you become my eternal gladiator."

"No, lemme tell _you _somethin'!" Rath roared. "Rath wants to fight your three best fighters and if he wins he goes home with Twyla! If Rath loses, he does a favor for you! And lemme tell ya somethin' else! RATH NEVER LOSES!" Rath bellowed at the top of his lungs.

"Are you sure about that?" Skurd asked snide from Rath's massive belt buckle.

"Lemme tell ya somethin' Skurd the Slimebiote who I never really liked in the first place but am begrudgingly beginning to like in spite of myself! You stay out of this!"

"The booger has point, bub." Hades noted with a toothy grin, leaning on Rath's shoulder and glancing at his fingernails with a bored expression.

"Booger!?" Skurd cried angrily.

"Look, I need an answer NOW. Going once. Going twice," Hades counted off.

"Uh . . . Rath's not good at thinkin'!" Rath whined.

"Say yes, dear boy! Say it!" Skurd yelled.

"Going two and a half!" Hades counted off again.

"ERAGH! Lemme tell ya somethin' Hades! In spite of his better judgment, Rath excepts your deal!"

* * *

They were now in what Hades's had dubbed 'The Soul Reaper'. To put it simply, it was a large arena about the size of a small football stadium with a patch of solid rock for the playing field. Stands and bleachers rose up around the tight square, each seat packed with weary shades, impatient Furies and harpies, or other questionable creatures that looked nothing like the monsters that lived on the surface. Sitting smack in the middle of the stands, directly over where the 50 yard line might have been, was a special box where Lord Hades, Lady Persephone, and Hailey all sat, watching the spectacle below them interest, indifference, or disgust.

"Lemme tell ya somethin' Hades! Lets get this over with already!" Rath bellowed up to the box, jabbing an angry finger at the Lord of the Dead. Hades frowned, but stood up nonetheless to start the competition by speaking into a microphone dangling from above; where it exactly came from, no one was exactly clear on.

"Ladies and Gentlemen, monsters and shades of all ages!" Hades roared into the mic with the stature of a wrestling announcer. "In this corner, coming back for another round! Ya know 'im! Ya love 'im! You hate his guts! It's Ben Tennyson!" Hades announced.

"It's Rath!" Rath roared.

"My _sincere _apologies," Hades grumbled. "I mean Rath!" he corrected himself. The Appoplexian struck a dozen poses down below in the pit as the crowd roared and cheered their approval, their opinions of the Omnitrix-wearer having changed since last time.

"Thank you, thank you!" Rath greeted them between intimidating poses.

Hades frown quickly turned into a grin when he remembered who he had pitted against the dimwitted Appoplexian. "Aaaaaaaaand in this corner, coming all the way from Thebes, Greece! The Devourer of Man, the Master of Riddles herself! Give it up for the Sphinx!" Hades roared in the microphone, the following applause even louder than before as the doors opposite of Rath burst open, a loud roar echoing throughout the entire arena.

A creature the size of a woolly mammoth stepped out into the arena, lumbering forward on its four lion legs as its tail swished back and forth across the rough rock. A pair of gigantic eagle wings that easily dwarfed Rath sat connected to the massively muscled shoulder blades. The face of creature was surprisingly human in appearance, a beautiful maiden with pale skin and long, straight, black hair that ran down over her shoulders like a lion's mane as a pair of sharp fangs curved out over her ruby red lips. The Sphinx let out a bestial roar that shook the arena, rearing up onto her hind legs and spreading it wings wide as it fed off the cheers and hoots of the crowd.

"Rath's a dead man," the Appoplexian gulped nervously before summoning every last ounce of courage he. "Or he would be if Rath was a man! But Rath ain't a man, so technically speaking he's not dead, despite being in the Underworld itself!"

The Sphinx stopped appealing to its audience and dropped back to the ground, stalking forward and studying Rath carefully, her wise eyes actually seeming surprised to see an opponent so small and so _stupid _to face someone as massive and as smart as she.

"You do realize that your statement did not make any sense, correct?" she purred in a silky, booming voice.

Rath growled and frowned before speaking. "I KNOW!" he bellowed.

"My, ill-tempered, are we?" the Sphinx asked nonchalantly, lying down on her belly and absentmindedly licking her paw as her wings collapsed against her back. The audience was slightly confused; was there not supposed to be lots of blood, gore, and all around violence? With these two powerful creatures in the arena, should there not be much pain and only one victor? The Sphinx ignored the murmuring of the audience and laid her paw back down on the rock, composing herself to look regal and powerful as she continued.

"As you may or may not know, I am the Sphinx-"

"Rath already knows, but Rath doesn't care because Rath will destroy you!" Rath interrupted.

"Yes, well, you must answer one of my-"

"Rath doesn't solve anything unless it can be solved with violence!" Rath interrupted again, jabbing a finger at his far bigger foe.

The Sphinx frowned. "You must solve one of my riddles. You get three chances, and if you get the last one incorrect, I shall-"

"Do what, bore Rath to death!? Because lemme tell ya somethin' Sphinx, Master of Riddles! Rath does do anything but beat boredom into submission with his two fists!"

"I shall eat you!" the Sphinx roared angrily, jumping to her feet and nearly at her wits end with a luchador alien.

"Rath doesn't have all day, Cat Lady! I'm gonna call you cat Lady from now on, okay Cat Lady!?" Rath asked with a slight smirk; even Skurd had to admit he liked where this was going.

The Sphinx looked like she was about to explode before she sucked in a deep breath and calmed her frayed nerves, taking deep breaths to calm herself as she lied back down on the ground. "The first riddle: What creature walks on four legs at dawn, two legs at midday, and three legs at dusk?" she asked patiently before adding an after thought. "And only the big, stupid brute may answer."

Skurd huffed and crossed his tentacles over his chest, annoyed as Rath attempted to do what Appoplexian's were horrible at: actually thinking.

"Uuuuuuuuuuuh . . . Rath's not good at answering questions!" he yelled.

"Is that your final answer?" the Sphinx drawled.

"YES!"

"I'm sorry, but that's incorrect. The answer was 'man'," the Sphinx said with mock pity. "The second riddle: There are two sisters. One gives birth to the other and she, in turn, gives birth to first. Who are they?"

"Rath doesn't know who these sisters are, but they sound incredible gross and nasty to Rath!" Rath yelled.

"Is that your final answer?" the Sphinx yawned.

"NO! Rath's answer to everything to punch it with his two fists! Repeatedly!" he roared.

"Erroneous," the Sphinx sighed. "The answer was 'night and day'. The third and final riddle: I am the ruin of men, and yet they lust for me. I have no power, no strength, and yet I am the might of kings and armies. I am hard as dragon scales, and yet I flow like water. Men dream of me, and yet once found I am cast aside. I am a dancing rainbow: ever chased, never caught. What am I?" the Sphinx asked.

"You're a pain Rath's behind, that's what you are!" Rath cried, jabbing a finger at the behemoth and ignoring the question entirely.

"Amusing," the Sphinx rolled her eyes, climbing to her feet. "But wrong. The answer is 'gold'. It seems that I will have to devour you now. How sad." the giant beast sighed as she raised up a large paw and slammed it down on top of Rath, seemingly crushing him.

"And we're done here," the Sphinx sighed without removing her paw. "Most likely tastes horrid anyways." she mumbled to herself before realizing there was still movement coming from under her paw. She watched with shock as Rath, inch by inch, shoved her paw upwards against her tremendous strength and stood straight up, holding the paw over his head before tossing it off of him, breathing heavily.

"Lemme tell ya somethin' Lady Sphinx, Master of Riddles and Pain in Rath's Behind!" Rath roared. "Rath has had it with you! From now on Rath will be asking the questions with his two big fists!"

"That still didn't make sense." the Sphinx noted.

"I KNOW!" Rath yelled, lunging at the her. The Sphinx sighed and took to the air with a flap of her wings, hovering about a dozen feet about the ground and watching with boredom as Rath cursed at her. "Lemme tell ya somethin' Lady Sphinx, Master of Riddles and Pain in Rath's behind! Nobody goes unless Rath says they can go, because Rath goes before everybody! So don't go, yo!" he bellowed as he ran at her and jumped onto her foreleg, digging his fingers into her tough skin as she flew higher and higher in an attempt to shake him off.

"Is that all you've got, Cat Lady!? Because Rath's got tons more! In fact, I should give you some of mine so that it'll be a fair fight! And after that, everything I gave you, I can take it back again! AND MAKE YOU LIKE IT!" Rath roared.

"Is it just me, or does anyone else want to kick back with a box of popcorn and see where this goes?" Hades asked.

"It's just- okay, bring it out." Persephone surrendered with a small smile. Hades snapped his fingers and three bags of popcorn appeared before each of them, Hailey giggling as she listened to Rath's senseless ranting as he was carried away, higher and higher into the cavern until the arena looked like a toy from above.

"AAH! Give up, Cat Lady! You can't escape from Rath! YAAH!" the Appoplexian bellowed as the claw on his right wrist grew in size. With a war cry, he jammed it into the Sphinx's exposed underbelly with all of his strength, pleased to see his claw cut through the skin; the Sphinx roared in agony and began to take evasive maneuvers. But no matter how many times she twisted and turned, rolled and tumbled, flew up or down, the Appoplexian hung on, cutting into her skin before setting to work on her organs, slicing them open with ease as he quickly cut through fleshy tubes and the beast's lungs, ignoring the blood and disgusting juices that covered him until the Sphinx eventually gave up, both weak and exhausted, and simply fell to the ground.

"Crashing's good, too! Rath can crash all day!" Rath yelled as he dug into his fingers deeper into the patch of broken skin on the Sphinx's torn underbelly. But suddenly, the skin gave away, tearing away from the rest of the body and exposing the monster's white bones as Rath fell back to the arena, blood and fleshy bits tumbling after him.

"I hate you!" the Sphinx screamed as she fell.

"Oh, so now you're using gravity!" Rath remarked, ignoring the Sphinx again. "WELL FORGET IT! Give up, gravity! You can't beat Raaaaaaaaaaa-" he roared as he plummeted to the ground and landed with a loud _boom! _The Sphinx, with a dying roar, crashed to the ground about a dozen yards away, her chest heaving up and down as she attempted to breath. It was all for naught however, as her breaths became shorter and more raged before ceasing altogether.

"YES! HADES RULES!" the Lord of the Dead announced, jumping to his feet and spilling his popcorn when he realized there was no possible way Rath could have survived the from the height he was at; he had won.

"Ben!" Hailey screamed with concern, jumping off of Persephone's lap and to the edge of the viewing box, all three of her heads wearing expressions of worry as they all starred at a Rath-shaped hole in the ground, the dust finally settling and showing no sign of movement. Hailey feared the worst and was above to except that one of her few friends was gone when she heard the soft clatter of rocks being pushed aside. She looked up to see a black glove-covered hand reach over the lip of the hole and haul the luchador Appoplexian out of the hole, Rath breathing heavily as he caught his breath.

"GRAAAAAAAAAAAAAAAAAAHHHHHHHHHHHHLLLLLL!" Hades roared in anger, red hot flames consuming his body as Hailey clapped happily; Persephone gave her a loving smile before throwing her husband an annoyed look.

"Lemme tell ya somethin' stupid Rath-sized hole! RATH WILL DESTROY YOU!" Rath bellowed into the hole before stopping down as hard as he could on the rocky edges, determined to show the hole who the boss was.

"Geez, this guy makes Polyphemus look like a genius," Hades grumbled as he reached for the microphone overhead, pulling it down and speaking into it. "Well, wasn't that great, eh? Up next, we have a warrior so fierce, so terrifying, so absolutely hideous looking, one look at her and you'll become pertrified with fear!" Hades cracked. "Ladies and gentleman, monsters and shades of all ages, give it up for Medusaaaaaa!" Hades roared as the doors on the other end of the arena blew open and a creature slithered out into the open.

From the waist up, she looked like a relatively beautiful woman in her mid-twenties. But things got stranger as you went both up or down; her face, if one could actually look directly at it without suffering the consequences, was tight and angular, her long locks of hair now a writhering nest of seriously annoyed snakes, everything from cobras and coral snakes to boomslangs and vipers permanently attached to her scalp. Things got stranger from the waist down; instead of slender, human legs, they were replaced by a thick, scaly snake tail that she slithered around with ease, a long spear twirling around in her fingers as she approached the center of the battlefield.

"Please give me something without eyes," Ben whimpered as he kept his head down, cycling through his roster before selecting Wildmutt and slapping the activation button. He felt himself grow slightly shorter than before as his bones groaned and cracked, lengthening and becoming thinner as Ben's skin became lose like a paper bag that hung over his skeleton. After a few brief nanoseconds, the skin tightened and formed over the limited muscles that had grown over the bones, the skin know smooth and pebbled. His skin turned a pale shade of red as his fingers grew longer and his nails grew duller, his chin became a small cleft square spirals and swirls appeared on his skin. The skin then covered his eyes, blinding him and making them disappear all together as his organs sloshed and changed inside of him. The most noticeable part of the transformation however, was Ben's head. It began to grow upward, becoming slightly box-like in appearance as his brain began to expand and grow, filling every available space in the skull's brain case. A black jumpsuit with green, downward pointing stripes appeared on his body, the Omnitrix appearing on his chest and completing the transformation.

"While this is also acceptable, I'm going to have to get this device checked by Azmuth sometime," Mindmesser sighed with annoyance as he stood on thin, nearly skeletal legs. He soon quickly took to the air, hovering a couple feet above the ground as he used his telekinesis to keep himself aloft.

Without another word, the two enemies rushed at each other, Medusa swinging her spear wildly now that she couldn't use her stoning abilities on the blind Protinaphibian. The Gorgon thrust her spear forward, intending to impale the alien through the chest like a shish-kabob, but Mindmesser merely moved aside, raising a hand that glowed a mysterious red in color. A loud rumbling filled the air behind Medusa as the bare rock floor cracked and groaned before half a dozen boulders were raised into the air by the Protinaphibian's power. The reptilian monster had only moments to slither out of the way before the boulders all slammed into each other on the spot where she had been moments before.

"Impressive," Mindmesser noted. "Especially for a creature without functioning legs. Amazing to think Deuce will one day suffer a similar fate."

Medusa stopped in mid-strike upon hearing those words. "D-Deuce? You know him?" she asked in a shaky voice that was hoarse sounding.

"Indeed." Mindmesser replied, slightly confused before his massive brain realized something.

"Are you his mother?" he asked quietly.

The Gorgon nodded, lowering her spear. "Please, is my baby boy alright?" she asked.

"Indeed," the Protinaphibian repeated.

"I miss him," Medusa sighed, her snakes drooping and hissing sadly. "I wish I could see him, but I'm stuck down here. I can't leave until I die." she sniffed, tears starting to brim in her eyes before an idea suddenly came to her. "Will you kill me?" she suddenly asked.

"Pardon?" Mindmesser asked, stunned.

"She just asked you to kill her, dear boy!" Skurd shouted from Mindmesser's chest, his tentacles covering his beady little eyes. "I thought we were over you stating the obvious!"

"This is beside the point," Mindmesser grumbled. "I refuse to kill a helpless monster without good reason!"

"Please! Kill me so that I may see my son again!" Medusa pleaded.

Mindmesser thought it over. Although it was morally wrong his eyes, relatively speaking of course, the advantage it brought him was massive; it allowed him to get ahead in Hades's bet without physically or mentally exhausting himself and bringing him one step closer to bringing back the woman he loved. "What happens if I kill you?" he inquired.

"I'll be turned into gold dust and will reform after a few weeks, depending on how I am killed. I'll be fine." Medusa assured him. "Please, kill me so I can see my son again!"

"Um, ladies? I hate to remind you, BUT YOUR SUPPOSED TO BE FIGHTING TO THE DEATH!" Hades exploded, his entire body being consumed in flames. Persephone's own hair flared a dark indigo violet in color as she leaned over and grabbed her husband by the ear, yanking him down into his seat and whispering something into his ear. And from the way his face got even paler than before, Mindmesser could infer it was not very pleasant.

"Fine. But you are aware you will have to suffer through quite a bit of pain, correct?" Mindmesser whispered.

"Whatever it takes to see my baby again." Medusa agreed with a deep breath, dropping her spear on the ground. Mindmesser nodded his head and hovered back a couple yards, his hands glowing an omnious red as the entire arena rumbled and shook. Medusa's spear floated up into the air, followed by the boulders used in the previous attack. More rock was torn from the ground as the Protinaphibian stretched his power out over the arena until the entire air was filled with floating boulders and stones that spun like prisms in the air, leaving a large, crude crater in the arena as Medusa waited for the inevitable to happen.

"My sincere apologies, Ms. Gorgon." Mindmesser apologized with a solemn attitude as he thrust his hands down. Immediately, every rock in the air tightly packed together into a single body the size of a small island, dwarfing Medusa below before the entire island came crashing down on top of her, killing her in one smooth movement, a little gold dust sprinkling out from under the pile of rocks and ending the battle.

"Well that was anti-climactic," Hades pouted, climbing from his seat to speak into the microphone once more as the Omnitrix timed out and returned Ben to the world. "Ladies and gentleman, monsters and shades of all ages! For our final round we have the Best Mortal Weaver herself, the Mother of All Spiders! Give it up for Arachneeeeeeeeee!" Hades howled into the microphone as the entire arena shook with the thunderous applause of the audience. Instead of the doors being blown from their hinges like before, Ben's opponent dropped down from the ceiling, landing delicately on her jointed legs. Ben had to admit, she looked beautiful.

From the waist down, she was all spider, skittering across the around on eight, dark purple legs whose armored skin shone in the limited light, small spikes rising up from her abdomen. There then came a smooth transition between Arachne's spider and human half, the dark armor giving way to pale, ivory skin that showed off her curves; her skin was so pale, Ben could actually see her organs and circulatory system underneath her skin if he concentrated hard enough. Her breast were moderately covered by pieces of her spider armor, pointed shoulder pads sitting on her shoulders as her smooth skin gave way to the arachnid armor that covered her human hands, her fingers ending in razor sharp claws. Her eyes were hollow and a deep red in color, her ears sharp and her lips small and full as her fiery red hair flowed out behind her. A pink and violet headdress that looked like an angry spider sat on her head, showing that she was queen of all spiders.

"So this is the greatest hero the world as ever seen?" Arachne purred in a seductive tone, slowly walking on her jointed legs over to Ben, swinging her hips and entrancing Ben where he stood. She quietly stalked over to him, her hands gently tracing over his arms and carefully caressing him as she ran the tips of her claws over his chest and around his neck, Ben never moving as she studied him with a sexy face.

"It's a shame I shall have to eat you," Arache pouted, and Ben felt like his heart was going to be ripped out of his chest from sheer sorrow the girl was feeling. He wanted to help her, to be with her for all of time. Forget about all the ghouls he had come across, this woman needed him, wanted him, wanted to be with him for all time and would give him anything he could ever want or need. He didn't struggle when Arache gently pushed him to the ground on his back, climbing on top of him and resting her abdomen on his groin area as she leaned down and tentatively touched the tip of her tongue to Ben's neck, rolling it around in small circles; it felt incredible. She caressed his cheek with the side of her talons, running it through his hair and across his strong chest, tracing her tongue up his neck to his lips, sneakily sliding her tongue between his lips and down his throat without ever touching them with her own.

Persephone covered Hailey's eyes from the scene as she frowned at the gigantic spider, silently pleading for Ben to snap out of his trace and kick her sorry thorax across the arena already. But Ben was completely unaware, forever trapped in Arachne's hypnotic gaze, oblivious as silk began to spit out from her spinnerets, feeding through her last pair of legs as they began to wrap the thread around his body, starting by binding his feet. And still Ben was unaware as Arachne finally pressed her lips to his the very tips of her fangs gently biting into them as she wrapped her arms around him.

By now, Ben's legs had become bind together into a single limb by the webbing, stuck fast to the ground. Never turning her gaze away from his face, Arachne parted away from the kiss and moved farther up Ben's body, skipping his groin and beginning to spin more web around his stomach and chest region, spitting out strands that stuck fast to the ground on either side of her prey before she began to wrap him up in more silk. But she never strayed her gaze away from his ivy green eyes, gently picking his wrists up in her hands and giving him a sweet kiss before resting them on her barely concealed breasts. She had to admit, the way he worked them was amazing, but she had a job to do; at least she would give him a chance for one last wish before he was ended.

Ben's chest was bonded to the ground, still unaware he was being wrapped up like a Christmas present as Arachne gave him a seductive smile and gently took his hands away from her breasts, setting them on the rock over his hand. She quickly opened her mouth wide and spat out a strand of sticky webbing that caught on the rocky ground, restraining his hands and arms to the spot. And now, she finally tore her gaze away from him, breaking the trance she had put on him as she scuttled back down his body toward his exposed area, Ben now realizing what was happening and starting to struggle against his bonds.

"Sorry, deary," Arachne said with a silky voice. "But it's been so long since I've had a meal so big."

Ben continued to struggle, thinking of something, anything, that could get him out of this situation and reunited with Twyla. Then he remembered something: didn't Arachne have a daughter, Wydowna Spider, if Ben remembered correctly? "What about your daughter, Wydowna? Don't you want to see her again?" he asked, still fighting against his bonds.

"Already saw her," Arachne said with a malicious smile, licking her fanged lips. "She and her pet fly made an excellent meal last month."

"You are sick, you know that!?" Ben snapped angrily.

"Meh. Heard worse," Arachen shrugged. "Be happy, boy, that I consider your qualities impressive enough for me to pass them along to my next generation of children."

Ben stopped struggling and processed that. "Wait, what are you- OH, SPHINX NO!" he bellowed as Arachne gave him a devious smile and slowly slipped off her modest dressings, exposing the rest of her ivory skin and breasts as the gigantic spider licked her lips.

"I'm in it, partner!" Skurd cried from above Ben's head. He could vaguely hear the sound of the Omnitrix as Arachne edged closer and closer to his exposed area, the tips of her talons slipping over the edges of his pants as she gave a hungry look that promised she would enjoy this.

"Skurd!" Ben pleaded as he felt one of Arachne's hands slip under his pants and boxers and just barely touch his dick.

"Got it!" Skurd announced, ramming his head into the activation button. Arachen paused and watched as the Omnitrix did its work, the green light racing over his body and changing his DNA and structure into something the world had never seen in all its days. Everything about him began to change in one single way: it got big. It got huge. It got enormous as Ben's frame rocketed upwards towards the sky, dwarfing everyone below him and even making the arena look like nothing more than a collection of large boxes to him as he easily split free of the sticky webbing holding him into place.. His skin turned a pale, metallic white and red, large, thin blades growing out of her wrists and arms, fins sprouting from her waist, wrists, and shoulders. A large, thin red crest rose up from his head, adding to his height. Hard, metal knobs grew out from the corners of his mouth and he could feel a pair of organs forming in his hands, filling up with a sort of corrosive acid. The Omnitrix and a teeny, tiny Skurd appeared on his chest, finishing the transformation.

"I'm going to squash you like a BUG!" Way Big roared, socking his fist into his hand. Arachne paled, an act very hard to do considering she was already pale, and skittered away as screaming as Way Big bellowed, the entire arena shaking and raining down rocks from the ceiling.

"Whoa, hey, watch the hair!" Hades called up to the giant as he was pelted with rock bits from above. The To'kustar ignored the Lord of the Dead and brought up a massive foot before stomping back down in an attempt to squish Arachne as she screamed and ran away from the advancing titan. The To'kustar marched after her, using his size to his advantage and staying just behind her, just barely missing her with every move of his foot as she continued to run away, still half-naked from before.

"My husband, should we not do something?" Persephone asked as Way Big passed by; the arena had become so deep from the last round, that the To'kustar's head actually level enough with the announcer's box.

"Does it look like I wanna do something?" Hades asked, raising an eyebrow as he summoned another box of popcorn for himself.

Persephone hesitated before speaking. "No," she admitted as Hades gave her a look and snapped his fingers, two more boxes of popcorn materializing out of midair and into his wife and daughter's hands.

The mad chase continued as Way Big marched around the arena, always a few feet behind the screaming Arachne. It was only after the To'kustar managed to clip of her back legs under his massive foot did Arachne finally have enough. She quickly skittered up the wall of the arena and spat out a strand of silk, aiming for Way Big's face and blinding him for a split second as he tore the webbing from his head. It was all the time she needed however as she jumped free of the wall and onto his leg. The gigantic spider skittered up his leg and across his torso as Way Big raised a massive hand and slapped the area on him where she had been moments ago. Arachne raced up the To'kustar's body, under his arms and across his back before climbing onto his shoulder, all the while being chased by Way Big's massive hands. Screaming with fury, Arachne suddenly bit down Way Big's shoulder, hoping her venom was potent enough to at least weaken the giant. But it was all for naught as the titan simply grabbed Arachne by the abdomen and pithced her towards the ground, leaving her in a small crater as he bent his legs and jumped into the air, preparing for a finishing move.

"As much as I don't like the kid, I like his style." Hades remarked as he watched Way Big, plummet back towards the ground, massive heel thrust out before him, ready to squish Arachne into a gooey paste. Unfortunately, the Omnitrix decided right then and there to time out, the green light washing over the To'kustar and reverting him back into Ben.

"Not again!" Ben wailed as he plummeted towards the ground once more. Arachne saw the unfortunate incident and licked her lips again, raising her claws and opening her mouth wide, ready to bite Ben in half or inject her venom into him and paralyze him and devour him. Ben quickly reached for the Omnitrix, not caring which alien he got as he slapped the activation button and waited patiently as the watch did its magic. His skeleton ground and crunched until he was only a third of his original height, his skull cracking as three fin-like growths split out from the bone, two pairs of fleshy growths appearing on either side of his face as his eyes turned wide and fully green. His arms only became slightly more muscled than before, widening into long claws as two metallic knobs appeared on his arms. A green and black jumpsuit with black patches on his ankles and under arms appeared on his body as a black belt with three knobs materializing on it. His skin turned a pale white as his toes were reduced to three, cat-like toes as the Omnitrix and Skurd appeared on his forehead.

"Wa-oh!" Ditto wailed as he plummeted downwards, flailing his little arms and legs before suddenly splitting himself into a dozen clones on instinct. Arachne cracked open an eye to see what was taking so long and nearly screamed as a dozen little Splixsons converged on her, tackling her to the ground and pummeling her with their little fists and stopping on her many legs and arms with their small feet. With a loud cry of anguish and rage, Arachen climbed to her feet and swiped her arm across a row of Ditto clones, knocking them back; all twelve of the clones yelped in pain when attacked clones rolled against the ground.

"Uh, why is she looking at us like that?" a Ditto clone whimpered.

"Don't look at me! He was here first!" another responded, jerking a thumb at another clone.

"Uh, guys? We've got bigger problems than that now!" the clone cried, running away when he saw a furious Arachne towering them. The rest of the clones took one look at the vicious spider woman and fled as well.

"Time ta split!" they all cried in unison, splitting into pairs so that there were about two dozen clones running away around the arena. Not sure which clone to chose, although she did have a theory it didn't quite matter, Arachne chased after a small platoon of Dittos, swiping her claws back and forth as she raced after them on her seven legs, the eighth one having been ripped off from Way Big.

"Run away, RUN AWAY!" a clone cried from the group. Two clones quickly backtracked, ignored by Arachne as she chased after the main group. The two clones quickly caught up to her before both briefly sticking out one of their legs, tripping the spider woman so that she landed on face. She was quickly swarmed by Ditto clones that pummeled her body with their small fists, dazing her as all the Dittos reformed back into one Splixson. The small alien then quickly reached towards the sky and split him several hundred times, forming a chain of Dittos that stretched all the way up to the roof of the cavern until the last Ditto at the top latched onto a stalactite overhead, the rest of the clones vanishing back into each other until it was just the one Ditto above and an enraged Arachne bellowed.

With a loud scream of annoyance, Arachne spat out a jet of webbing from her spinnerets at the rocky ceiling, latching onto rocky protrusion overhead and pulling herself up like it was a grappling gun. Ditto yelped and swung away, swinging from stalactite to stalactite as easy as a monkey through the trees.

"Thanks stalagmites or stalactites! Or, ya know, whatever you are. I always forget," Ditto said to himself before realizing what he was doing. "And now I'm talking to a cave. I gotta get outta here!" he cried.

"You think you have to leave this place? What about me!? I was split almost a hundred times and I'm a single-celled organism!" Skurd cried, rubbing his aching temples.

"Uh, isn't that what single-celled organisms do?" Ditto asked, pausing on a stalactite as Arache used her webbing to pull herself across massive gaps between the rocky protrusions overhead when she couldn't skitter across the ceiling on her jointed legs.

"Yes, but not like this!" Skurd cried. "Now get a move on, dear boy! If you go, I go! And I'd rather not become some hideous hag's dinner!"

"Hideous hag!? You will die first, Pond Scum!" Arachne hissed.

"POND SCUM! That's it!" Skurd roared as he pressed himself down on the Omnitrix symbol on Ditto's head, activating a dull transformation instead of accessing a set of alien DNA. His skin began to harden into a rich, brown exoskeleton as his teeth fused together into two tough plates. His fingers began to crunch and grind together until they were a single digit, forming a sort of pincer with his thumb as both digits became larger and sharper. His legs bent into long joints as his toes all melted together into a single claw. There was a sickening grinding sound as Ben's legs split in two, forming a second pair of crustacean like legs. The most noticeable change for Ben however, was his head. It simply exploded in size, growing to be almost five times bigger than his human head had been. Whiskers sprouted from his disappearing eyebrows and chin as Ben felt his brain getting bigger and bigger. He could soon see the world more than just a TV show he could interact in. Rather, he literally began to see how the world worked. Complex equations mapped out the quickest and safest escape routes, analyzed the stunned officer's face and body language, cataloged the different ways it could improve the building's circuity. A green and black neck brace and loincloth appeared around his body, the Omnitrix and Skurd at the center of the neck brace. The transformation was complete.

"Skurd, my slimy, single-celled friend, this seems hardly the time for such a tedious act." Brainstorm noted as he dug his jointed legs into the rock overhead, hanging upside down above the arena.

"Don't care!" Skurd cried, oozing himself over one of Brainstorm's claws morphing it into a Petrosapein arm complete with a very big and very pointy sword. Arache hesitated upon seeing the weapon but lunged forward nonetheless, landing on the stalactite directly opposite of the Cerebrocrustacean.

"Greetings, my arachnid friend," Brianstorm addressed Arachne. "It's time for you to do the right thing and-"

His was interrupted when Arachne opened her mouth and shot a blast of webbing in his face.

"Amusing," Brainstorm grumbled sarcastically, tearing the silk from his face. "Now I'm afraid I must insist that you position you posterior firmly into a surrendering orientation."

Arachne frowned and spat another shot of webbing at his face.

"You, realize of course, that I'm interpreting your inappropriately aggressive response, as an act of war!" Brainstorm announced before swinging his Petrosapien sword at the gigantic spider before him. Arachne quickly jumped out of the way and spat another round of silk at Brainstorm's face before landing next to him and spitting out another jet of webbing that pinned his Petrosapien arm to the rock. She then did the same thing to his other arm, sword, jointed legs, and massive head before stopping and pausing to lick her lips hungrily.

"See here, now!" Brainstorm cried angrily. "I demand that you release me, toot-sweet!"

Arache smiled hungrily. "Yeah. I don't think so." she purred with an innocent tone. Brainstorm frowned and quickly twitched his Petrosapien arm, allowing enough movement slice through the webbing restraining it. With a quick movement of his weapon, he sliced the rest of himself free and pointed his sword at Arachne, the very tip touching her nose. "I reiterate myself: surrender now!" he ordered.

"Yeah. Still don't think so!" Arachne hissed angrily, swiping one of her jointed legs under Brainstorm's own legs and separating him from the stalactite. With a girly scream, the Cerebrocrustacean tumbled back down to the arena floor, landing on his face with a _thud! _Seconds later, Arachne landed on top of him, her abdomen pinning the majority of his body to ground; Persephone and Hailey winced.

"Do you submit, insolent insect?" Arachne hissed angrily, her talons pinning Brainstorm's claws to the ground.

Y-yes," Brainstorm groaned as the Omnitrix timed out and reverted him back into Ben. "I surrender."

"YES! HADES FOR THE WIN!" the Lord of Dead roared, his entire body becoming engulfed in flames as he jumped down from the announcement box and landed on the ground in front of Ben and Arachne. With a snap of Hades's fingers, Arachne disappeared in a cloud of black smoke and with an enraged scream.

"Hey, what can I say? You win some ya lose some," Hades shrugged as Ben climbed to his feet, rubbing his aching skull. "And unfortunately for you, you lost."

"Yeah, yeah, don't remind me." Ben groaned, cracking his aching back.

"Oh, but I do!" Hades cackled. "I believe you said something about me having to leave with my defeat for all of eternity. Am I right, or am I right?" he asked playfully.

"Don't push it," Ben frowned. "What's this favor I have to do for you anyway?"

"Favor? I don't have any favor you, Benny boy! You're supposed to be my eternal gladiator!" hades corrected him.

"Actually, the dear boy would be correct. You agreed that my partner would do a favor, any favor of yours if he lost." Skurd snarked at Hades. The Lord of the Dead merely gave a toothy grin, looking at his pointed fingernails as if bored. "And my favor would be for you to become my eternal gladiator!" Hades laughed cruelly.

Above, both Persephone and Hailey were watching the confrontation between Ben and Hades, worry on both their faces. While Persephone was supposed to be on her husband's side, she had gotten rather attached to the watch-wearing hero ever since he put her husband back in line of things. Sure, his ego had only shrunken a little, but it was a major improvement. And plus, he made her new daughter happy, having been the one to show her kindness when so few had. And if it made her daughter happy, it made her happy.

And now, she had to do something, anything to get Ben out of the miserable deal he had made with her husband in order to save his love from the Underworld. After much thinking, an idea came to her and she bent down to whisper it in one of Hailey's ears, choosing the middle, main head to speak to. The little Hydra girl's three smiles broadened and Persephone snapped her fingers, a puff of purple colored smoke appearing behind her husband; neither Hades nor Ben seemed to notice it.

The smoke cleared to reveal an old, dusty lamp that was shaped similarly to a gourd with a handle on one end. The lamp stood still for a few moments before suddenly bouncing up and down on the spot and then lunging at Hades, conking him on the head before falling to the ground and remaining still as if nothing had ever happened.

"Hey! Who threw that!?" Hades growled, whirling to find no one before returning to Ben. The lamp, apparently annoyed at being ignored, bounced up and down once more, knocking itself into the side of Hades's head and ramming itself into the rest of his body repeatedly without any sign of stopping whatsoever. Eventually, Hades grew "weary" of the lively lamp.

"GGRRRRRRRRAAAAAAAAAAAAAHHHHHHHHHHLLLLLLLLLLLL!" he roared in annoyance, his body being consumed into flames before he roughly grabbed the lamp in one of his hands. "New favor, Tennyson! Take this horrid thing away with you, NOW! I'll even throw in my chariot to take you home, just so long as you don't open it in my domain AND LEAVE!" Hades roared as the lamp jerked itself free from his grasp and continued to bop him on the head.

"I dunno," Ben hummed thoughtfully. "Throw in letting me bring Twyla back, and I'll take it." he said smartly.

"Would if I could, Benny boy, but certain laws prevent me from do so," Hades told him, taking a break from annoyance to give him a slightly sadistic smirk before returning to annoyance, trying to swat at the lamp as it continued to hit him. Ben frowned and sighed, running his fingers through his hair. For once in his long career as a superhero, he had failed. And it wasn't just a tactical retreat where he would run away only to surprise the enemy and kick their butts, or a time when it seemed all was lost until someone or something that seemed insignificant at first came just in time to save the day. No, this was a failure, and a permanent one at that; an idea occurred to him.

"Let me talk to her one last time," Ben pleaded. "Then I'll take this hunk of junk off your hands."

"Fine! Whatever!" Hades roared, finally managing to catch the lamp in one of his hands as he snapped his other set of fingers. A puff of black smoke appeared in front of him before dying down to reveal a white figure standing there, slightly blurry around her edges as she glanced around as if confused to where she was. Her eyes soon set on Ben and she visibly relaxed, running over to him and pulling him into a tight hug.

"You got lucky, kid. She didn't make to the Styx yet," Hades grumbled with annoyance, glaring at the lamp.

Ben ignored him and merely hugged back his dead girl, a tear leaking from his eye as he held her spirit in his hands. "I can't believe it happened," he whispered.

"Believe it, Ben," Twyla smiled sadly, her voice faded and far away as Ben startled upon hearing it.

"You can talk?" he asked curiously.

"Of course. I haven't lost my memories yet, including my ones from when I was baby and just starting to speak my first words," Twyla smiled before her face became solemn again. "Ben, you have to promise two things."

"Anything, Twyla." Ben told her.

"Get Zs'Skayr and Maltruant in my name. End this stupid war so we can all go on with our lives," Twyla pleaded quietly. "But most of all, I need to look in my desk in my bedroom."

Ben blinked and cocked an eyebrow. "Why?" he asked.

"Just please promise me you'll do it," Twyla begged, her figure already starting to fade. "Just promise me."

Ben gulped and took Twyla's hand in his. "I will." he vowed before pulling her into a last hug, holding her tight and hoping she would someway, somehow stay with him as she slowly faded into a ghostly vapor that slipped through his hands and swirled around him before flying high above the arena and zooming off in the direction of the Styx, leaving Ben standing there as if he were trying to hug the very air itself.

"Mmmm, a deliciously dramatic moment," Skurd sighed sadly. "I shall miss the girl as well."

"Well, at least we can agree on something." Ben sighed wearily.

"Yeah, that's great and everything, but I believe you're forgetting one small, teen, tiny, eensy, weensy detail," Hades grumbled quietly, holding the lamp tight in his hands as it jostled and buckled in his grip. "YOU'RE SUPPOSED TO TAKE THIS STUPID THING WITH YOU!" he roared, red hot flames dancing across his body as he practically chucked the annoying lamp at Ben. The Lord of the Dead quickly snapped his fingers, his demonic looking chariot and horse appearing in a cloud of smoke, a large and rather ugly looking scratch on the side of the chariot. "NOW GET OUTTA HERE!" Hades roared again; Ben wasted no time climbing into the chariot and snapping the reins, the evil horse whinnying and taking to the air.

Hades was breathing heavily, sucking in deep breaths before realizing that he was in the middle of a packed arena. "Okay, okay, I'm cool. I'm calm. I'm cool as ice." he sighed calmingly, his red, hot hair turning to a cool blue in color. Hailey giggled quietly and jumped down from the announcer's box, Persephone watching with a grin on her face as her daughter snuck up behind Hades and sucked in a deep breath, blowing it back out across Hade's scalp and extinguishing his dancing flames.

"Whoa, is my hair out or something?" Hades wondered aloud, patting his bald head.

* * *

It was but a few hours after Ben had left the base. Without a word, he quickly walked through the dark hallways of the base, having sent the chariot on its merry way and hoping Hades would still be able to recognize that it was still a chariot. He ignored the confused questions of his friends and the troops as he quickly rushed back down to the main power core, a cloth bag he had found in an old janitor's closet in his grip as he hopped over the railing of the platform and fell between the blades of the still dead propellers; he could the clanking sound of Ghoulia working on the power core above. Knowing he had little time before Ghoulia was done, Ben rushed over to the undisturbed pile of Twyla's ashes and gently and carefully scooped as much of it into the bag before closing it tight.

"Skurd? Get me Teleportail." Ben whispered quietly.

The Slimebiote, for once, didn't argue and gave Ben a salute before turning to the Omnitrix and cycling through the available transformations and selecting the Vong Linducher icon and pressing down on the activation button. A green light washed over the both of them, only affecting Ben as the Omnitrix did its magic on him. His arms became more furry as hundreds upon thousands of yellow colored hairs sprouted all across his body, racing down his legs and over his chest, up his neck to cover his face as his pinky finger was sucked back into his hand, deemed useless for whatever alien he was becoming. His ears became large and fleshy, similar to that of a rodent's as they rotated up towards the top of his head, his face bulging outwards slightly as his nose became flat and primitive looking. His canines became longer and sharper as his teeth became slightly crooked, his skeleton cracking and groaning as it was compressed and shrunken down to a height of roughly four feet tall. Two, long, furry, prehensile tails snaked out from the base of his spine, cracking and whipping themselves around as if they had minds of their own as his feet became bigger and perfect for gripping, his big toe moving into a 45 degree angle that allowed them to be used like extra hands. Black, gauntlet-like coverings materialized on his wrists, allowing his fingers free movement as a suit that greatly exposed his furry chest appeared on his body with green rings on the knees and elbows; the Omnitrix and Skurd reappeared on a green and white belt around the alien's waist, completing the transformation.

Without a single word, Teleportail began to spin his twin tails behind him, picking up speed and momentum until they became a yellow and black behind him, creating a loud buzzing sound. The Vong Linducher cast a look above him above just in time to see Ghoulia peeking over the edge of the platform above before a blinding little filled the cooling chamber and engulfed him, making him vanish from existence for the briefest of moments.

He quickly reappeared in Twyla's bedroom, stumbling around in the darkness for a few seconds before he managed to find a light switch and flick it on, shrugging it off and figuring Ghoulia managed to get the power back on. Twyla's room, much like the rest of the Rebellion base, was less about style and more about more convenience. It was sparsely decorated with nothing more than a gray blanketed bed, side table, desk, and weapons display case with a small closet and private bathroom off to the side. The Omnitrix timed out and reverted Teleportail back into Ben as he quietly walked over to Twyla's desk, pulling out the chair and sitting down before searching anything unusual as he set the cloth bag with Twyla's ashes within down on the desktop. He pulled open the first drawer and found nothing inside but a gun and extra energy cartridges. The second drawer continued nothing, as well as the third. Ben then pulled open the fourth drawer and discovered a stack of neat, crisp, white paper and a row of pens in them, but other than that nothing new.

With a sigh, Ben tried the last desk drawer, the biggest one directly in front of him. After a few brief seconds of struggling with the jammed container, it finally surrendered and opened up, revealing nothing more than a crisp, manila envelope that was folded closed. Curious, Ben reached into the drawer and pulled out the envelope, turning it over to see who it might be addressed to. He nearly dropped it when he saw the writing.

_To Twyla_

At a loss for words, Ben tore the envelope open and pulled out a folded piece of paper, casting the envelope aside as he opened up the note and traced his ivy green eyes over the cursive writing of Twyla, Skurd peering over his shoulder and reading at his own pace.

_Dear Twyla,_

_Let me first start off by saying that this is a little weird, writing a letter to my past self. But then again, Ben will probably explain the whole thing to you once he and the others get back. **If **they get back._

_Now before I become all depressed again, I have to fill you in on what's happened. 50 years into the future, Zs'Skayr succeeded in taking over the world, and I and the rest of the Monster High student body formed the Rebellion, in the hopes of defeating Zs'Skayr. It was 50 years before we finally found Ben and the others, who we all thought had perished but were miraculously alive._

_And during those 50 years of isolation, of pressure, of having the lives of nearly a thousand recruits made up of your closest friends, I nearly gave up. I nearly destroyed myself because I couldn't take the pressure any long. And with the Thing lurking with me (Ben will explain), I just nearly wanted to end myself. But I held on, always believing Ben and the others were alive out there, somewhere. And now, I have a reason to live again._

_Ben._

_We both know that you (I? Time travel is so confusing) have a crush on him. And now, he knows it too. But he won't make any advances on you, no matter how much you might like him, if you don't show him you're ready. For the sake of both of us, get together with Ben. He's worth it in every way possible._

_And if you don't believe me, look at the back of this note, where I've taped a picture of my old self before I was reunited with Ben. It is not, nor will it ever be, pretty._

_Please, do this for yourself. You'll only regret not doing it later on._

_Twyla, Leader of the Indestructible Rebellion and Lover of Ben Tennyson, the Multi-verse's Greatest Hero (or so he claims. So far, I have no reason to argue)._

Ben blinked and read over the note a second time, not quite sure knowing what he was reading. A note written by Twyla for her past self so that they could end up together. He had always been wondering how he could go on without the ghouls he'd fallen in love with the future, how he could possibly make things so that they ended up together; he loved them so much, he could not bear the thought of living without them by his side. And it seemed they couldn't imagine life without him either.

The door to Twyla's room hissed open and Ben turned to see Avea slowly walk into the room, obviously still tired after her short nap.

"What're you doing up?" Ben asked, lying the letter on the desk.

"Couldn't sleep that long. Got thirsty," Avea yawned. "Don't worry though, I plan to get back to it once I'm done here." she smiled before she noticed the bag and letter on the desk, as well as the fact that ben was sitting in Twyla's desk chair. "Whatja got there?" she asked, walking over to the desk and making sure her wings were pressed tightly against her back. Before Ben could stop her, she scooped up the letter in her hand, her suspicious eyes tracing over the words before softening into a depressed gaze.

"She saw this coming, didn't she?" Avea sighed quietly.

"Apparently. One way or another, alive or dead, she was making sure we'd still be together," Ben replied, standing up from the chair and taking the bag in his hand. "This is all that's left of her. I thought we should give her a proper burial."

Avea nodded. "But not before I do something."

"What's that?" Ben asked. "As your new leader, I think I deserve to know what's going on in my new base."

"Avea smiled. "I plan on writing my past self one these, too." she answered, stepping closer to him.

"Why?" Ben asked, cocking an eyebrow. Avea smiled and merely took his hand in hers, bending down and lightly pressing her lips to his, stunned when Ben quickly wrapped his arms around her torso and pulled her in. Avea mentally smiled and wrapped her arms around him, like she had in the cooling space after Twyla's death, and held him tight, her cheeks turning a dark red when she felt his strong fingers, brushing over her delicate wings, stroking and smoothing out the riffled feathers from her sleep. Now that she had one part of her plan accomplished, she decided to move onto the second half. Without warning or a care, she forced Ben's lips open and jammed her tongue into his mouth, surprised when he didn't struggle and merely let her do what she wanted, as if he had done it a dozen times already. Then again, he already had so many girls to love.

And she knew he would still love her, even with all of them to love as well.

**And done!**

**Okay, first off, let me just say that I think the ending was a bit rushed. I know some of, maybe a lot of, you were hoping for more hybrid love, so I wanted to get this quick and over with before ending. I have nothing against hybrid love, but I've put it off for this long, and I wanted to end it instead of dragging it out, unlike a certain genie ;)**

**Secondly, I apologize if Hades wasn't his usual self like last time. What can I say, he's a tough (yet hilarious) character to write, just like Rath is (who I think I did a much better job with in this chapter, by the way).**

**Thirdly, for those of you who paid attention and are huge Ben 10 fanatics like me (I own nothing but the video games, yet I know every Omnitrix alien's species names, most of their home planets names, and all their powers like the back of my hand) you'll notice there are several scenes and lines borrowed from various episodes of the Ben 10 franchise that have been edited to suit the story including _Prisoner 775 is Missing, Vengeance of Vilgax Pt 2, _and _A Fistful of Brains_.**

**Don't forget to comment, review, suggest, and request down below! And if you have any guesses as to what the deal with the lamp is, let me know!**

Hasta Luego!


	33. All's Fair in Magic and War

**Howdy, y'all! I'm back with another chapter for you to read!**

**Now, since a few readers have been complaining that the latest Arc (roughly the last fourteen chapters for so) have been taking so long, I've decided to speed things up a little bit. No, there will not be some huge flash forward or anything to confuse you, but I just want to say that this part of the Arc will end shortly. Maybe this chapter, maybe now.**

**Either way, thanks to all that submitted their Nemetrix predators! The contest _ISN'T _over just yet, but it will be ending soon, so send in your contributions, no matter how horrible you think they might be.**

**Now then, I would like to dedicate this chapter to _DJ Rodriguez_. Initially, I supposed to dedicate this chapter to them and not the last one, but they deserved it either way. So if you're reading this _DJ_, this ones for you!**

**I would also like to dedicate this chapter to someone else. He's probably never been on this site or ever heard of it, but I love his work (though if I thank him, it'll probably ruin the surprise in this chapter). But I'll do it anyways! This chapter goes out to the one and only Robin Williams. You may know him as a famous comedian, but most people recognize him for his part in one of Disney's greatest films. Sadly, this amazing man has passed away, leaving the world a little less more humorous than it was. So, if you're somehow reading this Robin, this one's for you.**

**Another matter to discuss is the poll. Thank you to all who voted about the number of lemons in this story. To be honest, there was a large amount of you who wanted Ben and the ghouls to go much further than what I've been showing. Now to be fair to all, I will be keeping things about as they are for a while, but I promise to post an all lemon chapter sometime. For those of you who don't like that kind of thing, do not worry; I will post a following chapter after the lemon one for you to skip to should you want to.**

**Piggybacking onto the previous statement, thank you to all that voted on the poll. A new one will be posted up after this chapter is posted, so don't forget to vote! Because, wait for it, this one involves the next story! I would like to thank _RedShade999 _for giving me the inspiration for this thought among others. Go to my profile and give a looksee ;) **

**As always, comment, review, suggest, and request down below!**

**Onward!**

"What's in this thing anyway?" Ben sighed, slumping down in the chair before pulling out the lamp that had been given to him by Hades. The bronze lamp was cool to the touch as Ben set it down on the desk, examining it with a curious eye as Avea peered over his shoulder. "I think there's something written on the side," she noted. "Can't quite make it out though." she mumbled.

"Hmm," Ben hummed, picking up the lamp in his hands and squinting his eyes to try and see what was on the side of the lamp before swiping his hand across the cool surface in an attempt to clean it. Suddenly, the lamp began to glow softly before rumbling and shaking violently, the entire room turning pitch black as the lamp suddenly began to bounce up and down in his hands, forcing Ben to drop it onto the floor as both he and Avea scooted away from the trembling lamp. A dark blue smoke poured out of the open end of the lamp, filling the room and raising towards the ceiling as a loud, powerful seemed to be screaming in agony.

"AAAAAAAAAHHHHHHHHHHHHHHHHHH!" a loud voice cried. Ben cracked open his eye, not even realizing he had closed them out of slight fear. Above him, dwarfing him and Avea combined was a large figure with light blue skin. He was vaguely human-looking in appearance with a small beard and curled goatee, along with pointed ears with a golden earring in his left ear. A turban sat on the figure's head and he wore a lose, black vest around his chest. But what Ben noticed most of all about the strange figure was that he radiated power. He could literally feel the unimaginable the unmatched power diverging off of the mighty being. So it came to Ben's surprise when the almighty person called cried out in agony.

"OY! Ten thousand years will give you such a crick in the neck!" the figure exclaimed loudly, bending down as if to complain to Ben. "Give me a second!"

Ben raised an eyebrow and turned to Avea, who was also just as confused as Ben was, as the strange figure literally tore his head clean off of his rotund shoulders and twisted it around in a circle above his empty shoulders before planting his head back down without difficulty. "WOW, does it feel good to be outta there!" the figure exclaimed happily; it was then that Ben noticed that the figure had no legs whatsoever, instead having a wispy tail that flickered about as the figure moved. "I'm telling ya, nice to be back, ladies and gentlemen. Hi, where ya from? What's your name?" the strange creature asked Ben, grabbing hold of his own and somehow magically turning into a microphone that he held up for ben to speak into.

Ben blinked, but decided to go alone with the strange person's game. "Uh, Ben? Ben Tennyson?"

"Ben Tennyson!" the figured announced, waving his hand and ordering for a neon sign of Ben's name to appear in a cloud of blue smoke. "Hello, Ben, nice to have ya on the show! Can we call you Benny, or maybe just Tennyson? Or how about Benjamin Franklin!?" the figure laughed comically, whirling around in a cloud of blue smoke before somehow magically turning into a blue version of the famous historical figure, complete with kite and key. Ben gave the clearly magical figure an odd look, especially when the kite was somehow suddenly struck by lightning, electrocuting the strange person and turning him back into his normal appearance with a loud _poof!_

"Say, you're a lot smaller than the last guy I saw. Either that, or I'm getting bigger," the strange person muttered to himself picking up his gut as it jiggled like a giant mound of jello. "Look at me from the side, do I look different to you?' he asked Ben.

"Okay, uh, who are you?" Ben asked, utterly lost and confused.

The strange figure acted horrified. "What!? You've never heard of me? What have you been doing, living under a rock!?" he laughed, snapping his fingers; a large boulder appeared over his head and came crashing down on him, literally flattening him into a pancake. "I imagine that it hurts!" the figure laughed weakly, groaning before grabbing his head and pulling himself back onto his feet, somehow becoming three dimensional again.

"Uh, no. No I have not," Ben sighed wearily. "In case you haven't noticed, I'm not from around here."

"You don't say? Well, we can fix that!" the magical being laughed, snapping his fingers. A poof of smoke filled the room, and they were all suddenly surrounded by hundreds upon millions of maps and charts. "Now then, did you come from the north from the south and then take a five mile detour at Zimbabwe when you should have gone right at Turkey and then taken that left at Albuquerque?" the person asked, scouring over a dozen maps while we was speaking, still leaving Ben and Avea confused. Ben was about to interrupt when the door to the room suddenly banged open and the Grant sisters swooped through, their hands crackling and sparking with raw power and magic.

"Ben, what happened?" Whisp asked, glancing back and forth for any danger before noticing the newest person in the room. "And on that note, who's this?"

"You tell me," Ben grumbled. "All he's been doing is playing magic tricks for us for the past fifteen minutes."

"Magic tricks you say?" the magical figure laughed once more, snapping his fingers. Avea suddenly vanished in a puff of smoke and reappeared inside of a wooden box. The figure then reappeared dressed as a professional magician, a magic wand between his fingers. "Watch as I saw the the lovely lady in half!" he announced, the magic wand suddenly shifted into a loud and gigantic chainsaw. Avea yelped and jolted, her large wings bursting out through the box as she instinctively grabbed her swords and suddenly sliced off the magical beings head.

"Oh, dear, I seem to have lost my head!" he announced comically, picking up his head and planting it back on his shoulders without difficulty.

"Dad?" Gigi cried happily, the magic dissipating from her fingers as she flew over to the magical being, practically tackling him in a hug.

"Gigi! Oh, I haven't see ya in a millennium!" Gigi's father gushed, giving his daughter the father of all noogies. "Or was it two millennium? I can never keep a calendar!" he sighed mockingly.

"Oh, Dad, knock it off." Gigi smiled playfully, snapping her fingers. A golf club suddenly materialized out of thin air in her grasp; the genie suddenly swung the golf club and felt it connect with her father's head, knocking his head clean off of his body once more.

"I swear, she's knocked my block off!" Gigi's father cried with mocking anger, shape-shifting himself into the form of a little girl with black, curly hair, a blue dress and a furious attitude before picking up his head again and placing it on his body.

"Gigi, this is your dad?" Ben wondered, Avea taking cover behind him; as brave as she was, she was not in the mood to fall asleep and wake up in one of Gigi's father's crazy magic tricks again.

"That's right, he can be taught!" Gigi's father announced, snapping his fingers and ordering a diploma and mortar hat. Gigi laughed and snapped her fingers, the hat and certificate disappearing in a flash of pink colored smoke. Gig's father chuckled and grabbed his daughter in another hug before noticing that there was someone else in the room with him other than those he had previously met.

"And who might this ghoul be?" he asked with mock anger, flashing down to Whisp and appearing dressed as a CIA agent, jamming a metal detector at Whisp's person.

"I'm Whisp, Gigi's sister," Whisp snapped rather angrily. "And what might you be?"

"Mostly comedy relief," Gigi's father chuckled. "And do you got cotton in you ears? I'm Gigi and, apparently, your father!" he announced, reaching into Whisp's ear and pulling out an impossibly long chain of scarves tied together.

"Does he always do this?" Ben whispered to Gigi.

"Pretty much," she replied. "Being trapped in a lamp for a couple thousand years can make any genie go a little crazy."

"Why didn't you?"

"I had Whisp to keep me from going cuckoo," Gigi smiled. "Dad didn't have anyone to keep him company."

"Oh, I was all alone!" Gigi's father blubbered a loud. "And just for the record, you can call me Genie," he added to Ben. "I feel as if the writer of this story is getting tired of referring to me by such a long title."

"What writer?" Ben wondered, but Genie didn't seem to hear him. Instead, he asked Ben a question.

"So how did you manage to get my two daughters in one place? And for that matter how did I get a second daughter?" Genie asked, pulling out a sheet of paper from within his vest. "According to this birth certificate, which I finally managed to find, I only have one daughter! Unfortunately, the date of this sucker was rubbed out during that time in the Trojan War." he added quietly.

Gigi cleared her throat. "To cut it short, a previous finder wished Whisp into existence after finding out I was lonely. And through a series of even more twisted and frightful events, she became owner of my lamp after I was freed."

"You're free, too? What a coincidence, so am I!" Genie cried happily. "So, uh, what brings you here?"

"I have found a new finder," Gigi smiled, walking over to Ben and taking his hand in hers. "You've probably met Ben."

"How could I not?" Genie smiled playfully, wiggling an eyebrow. "Especially with my new son-in-law!" he cried happily, suddenly grabbing Ben in his grip and give a noogie that would have killed most people.

"Dad, that's not what I meant!" Gigi laughed, her cheeks flushing bright red. "Me and Ben are just good friends."

"Although _we _do have a relationship," Whisp smiled, taking Ben's other hand and pecking him on the cheek; Genie's jaw literally dropped all the way to floor.

"WOW. I finally find out I have a second daughter and she's already in a relationship. Now I've seen everything!" Genie cried, yanking the bottom of his beard and pulling his jaw back up like a drawn shade.

"Not quite," Whisp smiled mischievously. She took Ben's hand and brought it up for her new father to see, tapping the face of the Omnitrix and turning it on. She then cycled through the roster of aliens, Genie watching with curious eyes (and oddly enough a pair of opera glasses) as Gigi selected a random transformation and pressed down on the activation button.

"Get ready to see some _real _magic, old man," Skurd chuckled as the green light of the Omnitrix engulfed Ben and worked its magic on him, changing his appearance and DNA at the very core.

"It speaks!" Genie exclaimed with surprise before turning his gaze away from Skurd and back to Ben as the Omnitrix did its work. His skin suddenly exploded into patterns of the prime colors, red, blue, and yellow, racing and dancing over his body until it looked like a paint truck had exploded on him. He looked down at his feet to find them completely vanishing into box-shaped toes, rings of cubes and squares racing up his legs with the sound of a thousand clattering LEGO bricks. The rings ran up his body, becoming wider as they reached his chest and arms, his fingers melting together to form three digits on each hand. The blocks raced up his back and neck to envelope his face, making his face cubular and boxy as the Omnitrix and Skurd appeared on his chest, completing the transformation.

"Correction!" Genie announced. "_Now _I've seen everything! I've always wanted to see a human boy turn into a toy-inspired creature through the use of a fancy watch with a talking booger on it!"

"Really?" Bloxx cocked a blocky eyebrow as Skurd fumed.

"No!" Genie laughed, pulling an incredibly long sheet of paper out of his vest and making a pen materialize in his fingers. "But there's a first time for everything!"

Gigi smiled; she really was glad to finally see her father again after so many years of being alone and stuck in a lamp with only being let out every couple of centuries or so. And as much as she loved her father, she wasn't really happy to see him. At least, not _now_. Moments ago, she had finally managed to work up the courage to talk to Ben about her feelings for him, but that had quickly been shattered upon hearing the loud explosion coming from Twyla's room. And since her dad was there, as care free as he was, she didn't want to make such a big announcement in front of him; she would die from embarrassment!

"Ahh, come Gigi and Whisp! We have much to catch up on!" Genie laughed, dragging both of his daughter's to the door as the Omnitrix timed out and returned Ben back to his original shape. "Oh, and Ben?" Genie suddenly remembered, stretching his neck an impossible length behind his shoulder and back to Ben. "Mess with any of my daughters and . . ." he trailed off, drawing a thumb across his throat and slicing his head off once more before laughing merrily and leaving the room.

Ben blinked. "What is with that guy and keeping his head in one place?" he wondered.

"No idea,"Avea sighed wearily. "I believe we were about to announce something rather . . . important?" she trailed off, her expression becoming mournful once more. Ben sighed and sat back down in the desk chair, nervously biting his lip. Avea stood behind him, her cheeks still a light pink from their first kiss together as she rested a reassuring hand on her new lover's shoulder. "It's now or never, Ben. They'll find out eventually." she sighed sadly.

Ben nodded and turned to the Omnitrix on his wrist; Skurd gave him a thumbs up with his little pseudopod and bowed his head slightly. And was it Ben's imagination, but did the Omnitrix glow just a little brighter than it normally did? He shook his head and turned his attention back to the desk, reaching for the microphone that would allow his voice to be projected throughout the entire base, no matter where anyone might be. With a deep breath, Ben pressed the button on the intercom, giving it a few seconds to crackle to life before speaking.

"Uh, hey. Everyone," he began nervously, sweat dripping down his face as he gulped. "This is Ben Tennyson here with an . . . announcement," he sighed.

Time to spill the beans.

* * *

"Let me just start off by saying that we've all lost someone close to us," Ben's voice said sadly. Jinafire blinked as the words tumbled around in her mind, slowly setting the bo staff that had currently been in her hand down on the ground as she listened; Draculaura, Venus, and Heath all copied her movements and sat down on the floor, listening carefully to Ben's words.

* * *

"It happened to me once. It wasn't a person or pet," Ben said quietly. "It was Feedback. For those of you who don't know who he is, he's one of my transformations. Back when I was 10 and had just barely started to master its inner workings and aliens, I came across him. I never felt so much raw power in all my life when I turned into him, but it felt awesome. It felt amazing,"

Clawdeen rolled her eyes as she rested her head on the Mess Hall table, bored out of her skull listening to Ben's words. Toralei and Manny sat at the same table as her, pausing right in the middle of their meals to listen; Abbey, Hoodude, and both De Nile sisters sat at another table, listening much more carefully as Ben spoke.

"I dunno why I liked him so much, but I turned into Feedback every opportunity I got," Ben's voice came over the intercom, his voice low and solemn. "And then, he was killed."

This caught Clawdeen's attention. Ben's forms could be killed, removed from the Omnitrix without him perishing in the process? Now actually interested to an extent, the werewolf listened in. "It was just a normal day during my summer break with Grandpa Max and Gwen. I had just gotten back from draining car batteries and blasting them to bits with Feedback when I entered the Rust Bucket to find not only my Grandpa and Gwen sitting there, but also Azmuth. The creator of the Omnitrix."

* * *

"They told me that I used Feedback to much," Ben's voice told them. "They claimed that getting too attached one of my aliens wouldn't let me have control over my others."

Gil and Lagoona looked at each other, resting on the edge of the pool with curious expressions, though Gil's was a tad more guilty. Zs'Skayr's words, the entire memory, haunted him ever since he made the deal, it being nearly his every waking thought; he couldn't look at Lagoona the same way ever again without being reminded of it and feeling his blood boil.

"I got mad and left, only to be attacked by Malware," Ben sighed as Gigi and Whisp broke the surface of the pool, their attentions now caught by Ben's story; Genie surfaced a few minutes later in the form of a submarine, his head mounted on the end of the periscope as he spat out water from his mouth, curious as to what his future son-in-law might have to say.

* * *

"Gwen told me I should turn into Diamondhead, the only one of my aliens to ever defeat Malware in battle," Ben went on, the Stein family listening carefully as Ghoulia dressed Frankie's father's wounds. Sirena and Bonita, now back to their normal states, each sat on a separate hospital bed, listening curiously as Rivet scampered across the floor and up Bonita's bed to rest in her lap; Deuce leaned against a wall, tossing his dagger around in his grip absentmindedly as Ben spoke.

"I should have listened to her."

That made him stop in mid-toss, the weapon clattering loudly to the floor of the silent med bay.

"I ignored Gwen and turned into Feedback to prove her point wrong and my point right," Ben continued. "I was so stupid back then. Me and Malware fought, and before I knew it, he had managed to hack the Omnitrix itself, somehow managing to separate me and Feedback from each other."

"And then he destroyed him before my very eyes, disintegrating him into dust." Ben stopped; whether he was pausing to let his message sink in or because he couldn't speak, nobody was sure. But nobody dared yelled for him to get on with it.

* * *

"I was never the same after that," Ben finally spoke, Jane breathing a sigh of relief. The jungle moved around her, mostly oblivious to Ben's story, though some of the animals had stopped to listen; it touched Jane's heart. Robecca was stretched out on a tree branch overhead, listening to Ben's every word; Skelita and her mother were at the base of the tree, listening carefully as a pair of Tetraboons inspected their pearl white bones for insects.

"Sure, I destroyed Malware with my bare hands after he destroyed Feedback," Ben said. "Call it poetic justice if you want, but I didn't care. Feedback was gone forever and I would never be the same."

"A couple days passed. Maybe weeks. I never kept track since it didn't seem to matter anymore," Ben went on. "The summer ended, and we went home. "I didn't care at all anymore; nothing seemed the same without Feedback. Azmuth came to visit, but I ignored him.

* * *

Charmcaster cracked open her eye, pausing from her meditation was interrupted for the moment. Clawd blinked his own bleary eyes and sat up from his nap, yawning as his already sensitive ears picked up Ben's words as they echoed over the Greenhouse's intercom. "He told me something that I've never forgotten to this very day: that while you may win some, may lose some, you don't gain anything when you win. Rather, you gain more when you lose."

Silence followed afterward as Ben sucked in a deep breath, as if about to deliver some horrible bad news. "I bet you're all wondering why I just told you this," Ben eventually spoke. "It's because I have tragic news."

Ben went silent again, as did most of the base upon hearing those words. The many soldiers and recruits, scientists and assassin all waited with bated breath, waiting to hear what the watch-wearing hero had to say for them.

* * *

"Our Glorious Leader Twyla, Daughter of the Boogeyman and Leader of the Indestructible Rebellion, has fallen at the hands of Maltruant the Rogue Chronosapien." Ben finally spit out, his cracking at the end of the announcement. Total silence followed from the intercom, the entire base falling silent.

"As of now, I am your leader," Ben finally spoke softly. "And as my first act, there will be a proper burial for our fallen leader in half an hour. Anyone who is able, please meet outside the base within the time period. And bring all your weapons."

* * *

Within mere minutes, every able body in the base had met outside, everyone dressed in winter garb that they wore over their massive amounts of armor, their weapons packed tightly on their backs, scabbards, pockets, and every available space. They all stood in a half circle before Ben as he stood out in the cold, alone, with only his T-shirt on; no one asked why.

Beside Ben was a small hole about six feet deep with a large statue to mark it directly behind the hole. The statue that Ben had carved out using Armodrillo's own two hands, was of Twyla standing tall and proud over her own grave with a sharpened blade pointed at her feet, the tip resting on the very bottom of the statue, and with a cocked pistol in her other hand. Her stone hair was intricately carved so that it appeared almost realistic. Unlike the real Twyla however, she had two beautiful eyes starring out blankly over the frozen wasteland and a Monster High skull hair clip in her still locks, a copy of the Omnitrix clipped around her waist on a belt; no one, not even Clawdeen or Toralei, questioned why their leader had these changes (although Genie did somehow manage to split himself into three alternate versions of himself to criticize Ben's work).

"I never knew Twyla for long," Ben began in a quiet voice. "Before all of this time travel mess occurred, I always assumed she was the shy, quiet girl that hung back in the shadows for fear of stepping out into the light, afraid of what others thought of her," he sniffed before bringing his head back up to stare at his new followers with a look that seemed like a mixture of twisted pain, sorrow, and remembrance. "I thought wrong."

"In the short time since I've been with you strong people, those who fight for what they believe in against someone so cruel and twisted, I've come to know another side of Twyla. A side that didn't take crap from anyone, a side that stood tall and brave on the battlefield as she commanded her troops, a side that said she would not rest until she saw Zs'Skayr's bloody corpse at her feet," Ben said, only pausing when Mr. Stein interrupted with a loud squawking noise; the troops gave him a combination of confused and dirty looks as the corners of Ben's mouth turned up slightly.

"And that's the Twyla I fell in love with," Ben sighed. "When Twyla was killed at the hands of Maltruant, aged to dust before I could stop him, I became blind. I became so furious, so blind, so full of rage that I was determined to bring her back. I made a trip down to the Underworld and faced Hades himself in a deal to get back Twyla's soul."

"I lost," he croaked. "Before Leaving however, Lady Persephone gave me a chance to see Twyla one last time. And she made me promise her two things," Ben gulped, sweat pouring down his face despite the cold; the crowd all had confused looks on their face. "She made me promise, at all costs, to end Zs'Skayr and Maltruant's rein of terror. And that, my friends, is what we are going to do."

The crowd suddenly burst into a chorus of vengeful roars and cheers, yelling insults at Zs'Skayr's name, shouting what they planned to do to him when they got their hands on him, and, in Mr. Stein's case, screeching like a panicked chicken whenever someone spat out Zs'Skayr's name; Ben made a mental note to unhypnotize him when he got the chance.

"What's the second promise!?" Clawdeen suddenly demanded, before Genie suddenly appeared in a poof of smoke next to her and drew a zipper across her mouth; where he managed to get one was beyond everyone else, but no one seemed to care at the moment. They were all too busy repeating Clawdeen's question in angry tones. Ben tried desperately to quiet them down so he could speak, but no one was listening clearly and were instead making accusations and assertions. It wasn't until Skurd had grown tired of all the yelling and oozed over Ben's arm, twisting his gelatinous body as he absorbed the Sonorosian DNA in the Omnitrix and formed an Echo Echo Megaphone. Ben gave him an appreciative smile before pulling the trigger on the amplifier, a loud whine ringing out over the crowd and silencing them, the Wolf siblings all howling in pain for brief seconds as they held their sensitive ears.

"You wanna know what else she made me promise?" Ben spoke through the megaphone. Everyone all nodded their heads or shouted their agreement.

"She told me to look in her desk," Ben continued. "Inside was a letter to her past self; she had been prepared, one way or another, to make sure that we would still end up together. And I intend to fullfil her promise." he snarled, shooting Toralei and Clawdeen a glare when he sensed they were about to protest; both of them quickly shut up.

"If anyone else would like to write a similar letter, give them to me before we set out. Because as soon as we leave, we aren't coming back," Ben announced. "Zs'Skayr and Maltruant crossed a line, and tonight, we're going to cross _their _lines. Even if it kills us." he added darkly.

No one objected, whether they wanted to or not.

"Jinafire," Ben said quietly. "If you please?"

The Chinese Dragon nodded and stepped forward as Ben gently dropped the cloth holding Twyla's ashes into the hole and shoved snow to cover it before pulling out a woven shroud Avea had managed to weave together at the last moment. It was a black blanket of sorts with nothing more than the Monster High skull plastered over the Omnitrix's hourglass symbol, but no one argued as Ben lay the shroud at the base of the Twyla's statue; Jinafire sucked in a breath and let small trail of flame pass over her lips, lighting the bottom of the shroud and filling the air with black and purple colored smoke. Everyone bowed their heads in respect as Ben silently prayed that Twyla would find peace in Elysium down in the Underworld.

After a few minutes of silence, everyone raised their heads as Ben stood tall and angry, Jianfire standing next to him and taking her hand in his, giving it a slight squeeze and a determined look. "We may fall," Ben began, attempting to sound like a brave and triumphant leader, his mind going back to the small speech he had given during his rescue attempt to save Frankie. "But we will rise once more. We are the cockroaches that Zs'Skayr can't kill, no matter what uses! Nothing will stand in our way until I have Zs'Skay'r scythe on my mantel!" Ben roared, his announcement met with vengeful roars and bellows from his new followers.

"Ladies and Gentlemen, it's time ta suit up!" Ben announced, unaware that Zs'Skayr already knew about his plan; Gil had made sure of that, with his thumb closing the skull's mouth shut tight, hidden deep inside of his pocket and away from prying eyes.

* * *

Zs'Skayr, for once in his long career as a villain, was patient.

After his henchmen had horribly failed him, one of them for the last time, one would think the Ectonurite would have simply given up on his diabolical schemes, knowing that a combination of his henchmen's incompetence and Ben Tennyson's skill. But Zs'Skayr was not worried in the slightest. Rather, he had a good feeling that his victory would be reassured and that he would have Ben within his grasp within the hour. Especially since he had his own little mole inside their oh-so-precious base of operations.

A loud beeping noise caught his attention and he reached into the folds of his robe to pull out a small device similar to a phone. He flicked the device open and looked at the screen, ignoring the flashing letters that announced the skull had been activated. Rather, he kept his single eye on the screen as a large group of red dots slowly approaching his lair, Z'Castle Zs'Skayr.

"Speak of the devil," the Ectonurite grinned maliciously. Closing the lid of the device, he phased back down through the floor, chuckling darkly as he made his way to the front of his castle. He mentally called out to his many troops, using an ability not many members of his species possessed: telepathy. Only a few Ectonurites could reach out with their thoughts and speak to others in their heads. He knew by the time he walked out through the doors of his castle, there would be more than enough troops to end Tennyson and his friends without much trouble. But Zs'Skayr wasn't heading to the battle front. No, that wasn't his style.

He had something more . . . personal . . . up his sleeve for Ben. And he was eager to try it out.

* * *

For what seemed hours, Ben and the Rebellion marched across the frozen wasteland, ignoring the biting cold against his skin. He refused any offerings of the groups winter wear to keep him warm; he had his burning rage to keep him warm and the determination to exact his revenge made his blood boil. They soon crested the top of a hill that overlooked the battlefield that would become their deathbed or location of victory; and from the looks of things, it would most likely be the first one.

For as far as Ben could see, there was nothing but black and purple rippling and jostling with itself as hundreds of thousands of millions of twisted mutants all screeching and roaring for their blood. Tetramands, Vulpimancers, Arachnichimps, Aerophibians, millions of twisted animal species, all screaming to see Ben and his friends torn to pieces before their very eyes. There was no way they would make it to Zs'Skayr's fortress on the other side. Alive, anyway.

"Yeesh, if looks could kill." Genie chuckled nervously to Ben privately before slicing his head off and dropping dead to ground; Ben ignored him.

Ben nervously glanced back at the Rebellion to see hundreds of guns and swords, axes and hammers, nunchaku and staffs, and only a few exo-suits based off of his aliens. Among them there were other Omnitrix alien-inspired weapons and such, but nothing that would ensure they would live.

Ben frowned slightly before an idea occurred to him. He turned to the Omnitrix and turned it on, cycling through his roster of different alien transformations before selecting the one he needed. He then gently pressed down on the activation button like Azmuth had directed him so many times and flet the Omnitrix do its magic, sending a set of alien DNA coursing through his bloodstream and forcing it to change. His skin became more loose, almost a liquid, but not quite. His bones dissolved into nothingness, and even his organs seemed to disappear; but Ben knew they were still there, just a lot more squishy and modifiable than they had been before. His skin turned a shiny black color, racing to cover his everything. His feet molded together into a single, wide toe as he lost a finger on each hand. More mass piled up between his head and shoulders until there was a smooth, slope-like transition between the two. Ben's mouth and nose vanished all together as his eyes crashed into each other and became one. The final additions to the transformation was the Omnitrix in the center of his eye and the appearance of a bright green, circuit like pattern on his skin.

Time for an Upgrade!" the Galvanic Mechamorph quipped before oozing back through the troops and towards an exo-suit inspired by Four Arms and operated by Slow Mo; why Upgrade had never seen the zombie around the base was mystery to Ben, but he suspected Lady Persephone might have had something to do with his sudden and silent appearance. The living circuitry quickly slithered into every nook and cranny of the suit until it was covered in his soupy, black and green skin. He quickly read over the blueprints and put pressure on certain parts of the weapon, manipulating it freely and with little trouble as he redirected wires and reassembled conductors and paneling. By the time he was done, there was now a fifty foot tall exo-suit modeled after Way Big towering over the Rebellion troops, Slow Mo sitting in the cockpit in the head. Upgrade slithered down the heavy machinery, exposing gatling guns mounted o the wrists, missile launchers on the shoulders, and gigantic rocket boots that allowed for maximum usage of the suits massive size; the same was quickly done to the other exo-suit worn by Deuce and inspired by Humungousaur.

Once done with that exo-suit, Upgrade proceeded to slither and ooze over every other weapon available to the Rebellion, adding extra barrels, increasing the firing rate, maximizing the durability of everyone's armor until they looked nearly invincible and clearly recognizable; where Zs'Skayr's forces were purple and black, Upgrade had turned everyone's armor and most of their weaponry their signature black and green colors.

But the Galvanic Mechamorph wasn't done yet. Without warning, he slid over to Robecca and launched himself at her, landing on her chest and proceeding to cover every inch of the startled automan before she realized what was happening to her; and she liked it. Seconds later, the copper girl was now a towering twenty feet tall, an utter giant compared to nearly everyone else. She retained the green and black circuit design, but she looked far different. Her black and blue locks were now solid lines of black and green pulled back into a ponytail, framing her single green ring of an eye with the Omnitrix and a tiny Skurd in the center. Spikes decorated her now broad shoulders, and long, thin blades ran down her arms to her wrists, each finger lined with small spikes. Her frame was slimmer, highlighting her bust and ass under a thick layer of protective green and black armor that could with stand a nuclear bomb. She wore a pair of large, thick, spiked boots with sharp bottoms, ideal for stomping and crushing.

"That's right, ladies and gentlemonsters!" Genie suddenly announced, assuming the form of a telemarketer. "This twenty foot tall beauty can be all yours for a mere 199.99, plus shipping and handling! And if you order now, we'll throw in an extra can of butt-whooping, too!" he chuckled. The Rebellion all shared a nervous laugh at the genie's antics before all facing the massive army before them.

"Everyone ready?" Robecgrade asked.

"Ready when you are, Benny! Don't fire until you've seen the whites of their eyes!" Genie cracked, taking the form of George Washington and posing triumphantly on a rock as if he were crossing the Delaware.

"Forget the Genie gig," Toralei whispered to Clawdeen. "He should be a show floor performer. That, or locked up in the nut house."

"I'm tellin' ya, I didn't do it!" Genie cried dramatically, snapping his fingers and summoning a classic black and white striped prisoner outfit, cannonball chain, and prison bar windows. "Don't I get a phone call!?"

"I'm thinkin' he should try for the second option." Clawdeen sighed quietly, loading her newly modified gun with an energy cartridge and cocking her pistol.

"CHARGE!" Robecgrade roared at the top of her artificer lungs, her battle cry taken up by the rest of the Rebellion as Genie played a triumphant sounding war-cry on a loud trumpet he had somehow managed to pull out of his small vest. As one, they all surged forward at the same time the opposing army had finally got tired of waiting and charged head on at them, both armies clashing in the middle and erupting into war.

Manny and Heath were back to their old antics, the massive Minotaur swinging his gigantic battle ax and decapitating several blood-thirsty Vulpimancer's in one move before tackling a twisted Tetramand to the ground, jabbing the end of his ax into the alien's gut as Heath darted in and out of range to raze the mutant's skin with hot coals before it finally died. The two boys shared a triumphant high-five before moving on into the battle to tackle a particularly nasty Vaxasaurian.

Venus hissed angrily and cracked her smoking whips, smacking an Arachnichimp across the face, leaving a large burn in its place as Venus mercilessly lashed out with her other whip and wrapped it around the enraged alien's throat, yanking it tight and swinging the helpless mutant around by the neck as it foamed at the mouth, choking. Venus finally relented and released the poor mutant, sending it into flying in an Aerophibian that tried to sink its fangs into her skull.

Cleo and Nefera, having finally forgiven each other and become more family like again, fought back to back, lashing with their swords and killing any mutant that was foolish enough to try and attack them. A pack of Vulpimancer's lunged at them, snapping their serrated teeth angrily and swiping at them with their razor sharp claws. One them lurched at Nefera, nearly sinking its fangs into her leg before the mummy swiftly drove her swords through the mutant's skull and into its brain. With the swords still embedded in its flesh, she swung the carcass back at the approaching pack, knocking two of the ugly aliens to the ground as the rest leaped at them in their moment of weakness. Cleo quickly slashed her swords in a series of rapid movements, slicing off limbs and heads before finally stopping, a pile of bloody body parts at her feet as she breathed heavily; Nefera blocked an Aerophibian's neuroshock beam aimed at her sister and threw one of her swords at it, impaling it through the heart and collecting her sword from the bloody carcass

"Thanks." Cleo panted, straightening up and slicing off a Tetramand's arm.

"No problem." Nefera smiled, cutting off the same Tetramand's head.

Jane let out a feral growl, quickly focusing on an image in her head; for such a big horde, she knew she would need a massive form. Her frail form suddenly began to form, her back bulging and expanding until she looked like a freakishly muscled girl. Her body quickly began to smooth out, her lrgs thickening to become as thick as telephone poles, her arms thickening even more until she fell forward from the sheer weight. Jane's fingers and toes disappeared, leaving behind only thick, bony nails. Her ears simply exploded in size, becoming huge blankets that hung around her head as her face bulged outwards, as if someone were blowing up a balloon. Her eyes moved apart, spreading father and father, blurring her vision as her nose melted together with her upper lip and began to grow like some kind of nightmare Pinocchio. It stretched out and out until it simply wasn't a nose at all, but some kind of manipulative rope or hose so strong it could total a car with one swing.

The elephant let out an enraged screaming, rearing up onto its hind legs and slamming her front legs back down, crushing a pair of Arachnichimps underfoot. Jane felt unstoppable as she powered through the massive army, swinging her trunk like a golf club, taking out mutants left and right. At one point, she grabbed an unlucky Tetramand and killed it by simply bashing it repeatedly into its own troops, using him as a burgeon. But being so big had its disadvantages too; more than once, she took a blow to her thick hide so that it now liked a crazy tic-tac-toe board made of her scars.

She suddenly picked up into the air by a massive hand, and Jane feared it was the doing of some kind of new mutant cooked out in Zs'Skayr's lab. She relaxed only slightly when it turned out to Gigi's father, Genie.

"Freeze, Snowbanks! Don't make me use the other end!" Genie announced, grabbing hold of Jane's trunk and cocking it like a gun. Jane threw him an annoyed look, but let it go when a mighty blast of wind suddenly came swirling out of her trunk, pointed directly at the enemy forces, blowing them all back and into each other; eventually, Jane ran out of breath. "Oops! All out of ammo!" he cried. A flash of dark, blue smoke enveloped the magical being. "Time ta rock and roll, dudes!" he cried madly, holding a pair of oversized blasters and looking like a perfect impression of Rambo. A violet stained saber-toothed tiger appeared at his side, its lips drawn back in a deep snarl as its large, dagger like fangs glinted in the low light; Gigi and Whisp materialized out of thin air on either side of their Dad's shoulder, each brandishing a a small blaster.

"Ah, ah! Children mustn't play with guns!" Genie scolded his daughter's. The magical being quickly snapped his fingers and the blasters disappeared in two puffs of dark smoke before two more flashes appeared in the girl's hands, this time releasing two brand new blasters with a large amount of ammo and even bigger barrels. "Lets get 'em, gals!" Genie cackled, pulling the triggers on his blasters and firing like the maniac he was. "AHAHAHAHAHAHAHAHA!"

A little disturbed by Genie's sanity, the Wolf siblings held their own in the battle. Fighting back to back like the De Nile's were still doing. Clawdeen fired her guns into the fray, nailing a Vaxasaurian several times in the face before leaping at it, nailing her pointed boot into its chest and toppling it over onto a pack of Arachnichimps. Howleen jumped onto the shoulders of a twisted Tetramand, grabbing one of its weakened arms and twisting it behind its back without mercy before driving a blade into its head; she quickly jumped from the carcass and tackled a Vulpimancer to the ground, slashing her blade through its hide. Clawd ignored his younger sibling and took out his large sword from its scabbard, clutching it tightly in his grip. A mutated Necrofriggian attacked from in front of him, pouncing on him and snapping its jaws repeatedly as it tried to bite him. The werewolf growled and swung his sword, decapitating it quickly before shoving it off of him and quickly pulling out his pistol, and shooting several rounds into its bloody corpse before moving onto a vicious Lepidopterran.

Spectra soared over the horde with Sirena and Rochelle by her side, the gargoyle flapping her stone wings to stay aloft as she used her tail like a club to decapitate unfortunate mutants below her. When the ghouls weren't lashing out with their blades and staffs, they acted like bomber plans, dropping a series of nasty surprises to the other side that usually resulted in death to the other side. On another bomb run, Rochelle was suddenly grabbed by the tail and slammed into the ground by an angry Vaxasaurian. The mutant yanked her off the ground once more and slammed in the ground again before she had finally had enough. She a feral sounding growl, Rochelle jammed her stone-tipped claws into the mutant's skin and raked them downwards, the freak of nature releasing her. Before the unfortunate mutant could do anything however, Rochelle was back on her feet and driving her rock hard fists into its jaw driving it back with one, two, three hits to the jaw before she whirled around and slammed her tail into its gut, sending it flying across the battlefield.

"Ooh, a shooting star! Make a wish, girls!" Genie joked upon seeing the unfortunate mutant come flying through the air right at him. Rather than pausing to take part in their father's joke though, the Grant sisters quickly shot the Vaxasaurian full of holes before returning their attention back to the battle; Genie shrugged his shoulders and returned to massacring the opposing army, cackling like a mad man.

Ghoulia zoomed through the horde faster than most of them could react, a huge grin plastered on her face. Her artifical tail cracked painfully across a Necrofriggian's face, leaving a horrible looking bruise on the blue flesh before she quickly battered her feet several dozen times into its chest in the time span it took for one to blink. Yes, Ghoulia was back inside of her Kinceleran suit, and she had never been happier. Upon getting her legs back, she immediately made upgrades to the suit after resizing it; a Vulpimnacer lunged at her and raised a hand, a loud whine filling the air before a blast of toxic-looking energy blasted out of the palm and incinerated the poor alien, Ghoulia zooming off before anyone could catch her.

And above all this, with Monsters fighting all around them, were Slow Mo and Deuce having the time of their lives. Being so big, they merely had to do little more than simply walk through the massive army as if it were a dark colored lawn in desperate need of watering as they ignored the sickening crunches and dying screams under their feet (though they made sure to avoid parts of the army where they could see Rebellion troops fighting. And while walking about and shooting several hundred rounds from the gatling guns mounted on their wrists was effective, it was rather boring. Eventually, the two boys came to an agreement; by combining their talents, they directed their massive exo-suits as if they were gigantic versions of their bodies and merely _danced_ their way through the battle to some kind of invisible tune. They danced the tango, did the waltz, even the Russian jig and having a great time in doing so as they mascaraed the army beneath them.

"Eat hot lead, you freaks of nature!" Robecgrade yelled, a twin pair of massive cannon barrels morphing out of her shoulders like liquid before they began to rapidly fire into the horde. The titan shifted her left hand into a massive blade, swinging the weapon in a wide arch, leaving a path of destruction behind her as she stomped forward, crushing mutants beneath her feet with ease. But despite their many successes, they were slowly being swarmed; Draculaura nearly lost her head to a Vulpimancer had Clawd not stepped in and sliced the own mutant's head off; Skelita lost an arm bone to a Necrofriggian; Hoodude was accidentally crushed under Slow Mo's exo-suit when he tripped over a determined Vaxasaurian (though this did more damage to the surrounding mutants than Hoodude himself).

Even Ghoulia herself, with her incredible and nearly unmatched speed, was starting to wear out herself. Within a few minutes, her friends would be overrun with screaming mutants and there was nothing that she could do; or was there? Ghoulia glanced up to see Deuce and Slow Mo dancing the salsa, an idea coming to her. With that, she sped off into the distance, briefly leaving the battle in a flash of red and white.

"COWARD!" Genie roared comically before the ground suddenly began to tremble and shake, the sky darkening even more than it already was, swirling and rumbling like a massive hurricane overhead. The Rebellion paused to glance at the anomaly, while the mutants completely ignored him altogether. To make matters even worse, there appeared to be massive, behemoth sized shapes moving about inside the storm. And then, without warning, a gigantic hand reached out of the storm and dug its huge fingers into the ground, tearing out rock with ease and not caring in the slightest as it killed several mutants in the process. Another hand attached to an arm shot out the storm and gripped the ground, seemingly pulling something out of the storm; Skurd nearly screamed in fright when he saw what it was.

"Oh, this does not bode well," Robecgrade gulped as a Mutant To'kustar hauled its weight out of the massive, swirling storm overhead, landing on the ground with thunderous crash. And as if the universe couldn't seem to get enough out of torturing its poor inhabitants, another Mutant To'kustar appeared out of the storm, followed by another and another and another and another until there were nearly a dozen!

"Um, Robecgrade? Might I suggest something?" Genie whispered to Robecgrade, suddenly appearing by her right shoulder.

"What?" the titan asked, confused as to why Genie had referred to her by such a name.

"GETTING THE SPHINX OUTTA HERE!" Genie screamed like a little girl, his eyes widening to the size of car tires before he ran screaming off into the distance. Robecgrade blinked her single eye and turned back to the battlefield to see Deuce and Slow Mo and stopped their destructive dance routine and had tackled two of the twisted titans, going toe to toe with them in an all out struggle for dominance. She saw the rest of her troops struggling to avoid being crushed to death beneath the Mutant To'kustar's feet, though the titans didn't seem to care who they crushed as they marched after the helpless Rebellion troops; not all of them were helpless however.

Robecgrade watched as the Stein family, reunited and together at last after nearly five decades, rushed one of the titans, avoiding the massive feet and hands as they scurried up to one of its legs and latched on, working their way up the moving limb and up the titans side, climbing around ominous looking red red pods that pockmarked the Way Bad's skin. In fact, the gigantic pulsing pods seemed to cover most of the creature, covering most of its hideous, skeletal head and back as massive fins that looked like attacked tree limbs rose from its shoulders and back. The Steins made their way to the behemoth's shoulder as the girls dug their nails into the metallic skin as Mr. Stein launched himself at the head, making his way to the two fins that rose like devil's horns above the Way Bad's frame. On an unspoken signal, the Steins plunged their fists and hands into the skin further, their bolts crackling with massive amounts of electricity. The Mutant To'kustar bellowed in agony as the energy coursed through its conductive skin, amplifying the pain beyond imagination until Mr. Stein drove an electricity-covered fist into one of the behemoth's horns, causing the titan to freeze up on the spot before tilting over and crashing to the ground, crushing countless infected troops beneath its bulk as it finally died; Robecgrade was relieved beyond relief when she saw all three of the cadavers crawl away from the wreckage alive and in one piece.

But despite one titan being taken down, the Steins couldn't handle them all. Sooner or later, they would need a recharge, and there wasn't an outlet for miles around. And even if the Steins did have an endless amount of energy to attack the Way Bad's with, they wouldn't be able to work fast enough to take them all down before they crushed the rebellion troops. It seemed the battle was lost as the infected pushed them back, the Rebellion troops suffering more and more damage to their person.

"Fall back!" Robecgrade ordered as she sliced open a Lepidopterran and decapitated a Vaxasaurian. The Rebellion troops did without protest and regrouped into a massive mob, keeping the weaker members in the middle as the stronger ones created barrier between them and the oncoming horde. Only Slow Mo and Deuce, safe inside their exo-suits, remained on the battlefield, cutting down the infected numbers as they fought with the Mutant To'kustars. But it wouldn't be long before they would be overrun.

"Oh, how could this possibly get worse?" Skurd sighed miserably.

"You just jinxed us, Snotty!" Robecgrade yelled angrily, shooting several rounds into a swarm of Necrofriggians.

"AH! I did it! I doomed us all!" Skurd yelped as the ground began to tremble and rumble beneath their feet. But it wasn't the shaking and quaking coming from the Way bad's and exo-suits. No, this earthquake was coming from _behind _them, and whatever it was, it sounded massive. Robecgrade feared the worse, expecting a large army to come up from the rear and catch them, sealing their fate as either prisoners of war or casualties. But it seemed that the universe was finally feeling sorry for its greatest hero.

"This surprise attack has been brought to you Snow!" Genie announced loudly, dressed as the host of some kind of TV show or other. "It's everywhere! Get use to it!"

But the magical being's odd speech wasn't what caught Robecgrade's attention. Rather, it was the nearly two dozen mechs that were lumbering towards them, Genie standing on top of one of them. The gigantic robots stood tall and massive, almost the size of the world's biggest dinosaur as they gigantic, metal feet slammed into the ground. They bared resemblance to a Polar Manzardil, their metal hides a dark black in color with four sharp fins running down the back. Their heads, though eyeless, had two blasters on either side of the mouth that pelted the Way Bad's with gunfire. But what surprised Robecgrade the most was that when they opened their mouths, jets of icy vapor came pouring out, hitting the Way Bad's and freezing them to the spot inside massive glaciers.

"May the force be with you!" Genie cried dramatically, changing his shape to match that of Darth Vader, complete with a dark, red light saber. "Or in this case, the Manzardil Walkers!"

Robecgrade gave a mouth less smile at the joke as the Walkers gave the Rebellion some time to rest and catch their breath as they tore through the infected forces with ease, freezing the battlefield into a carpet of countless ice sculptures that quickly cracked and broke into millions of pieces when crushed, their prisoners equally broken.

"That's gonna hurt in the morning," Robecgrade winced upon seeing a To'kustar shattered into a million pieces; the Omnitrix finally timed out seconds later and Robecca and Ben were separated from each other, falling into the snow and coming out cold. "What do we do now, luv?" Robecca asked, shaking her black and blue locks free of snow.

Ben pursed his lips and looked out across the battlegrounds, noticing they had managed to push most of the infected army back. But more and more just seemed to keep coming, pouring down the mountain in endless rivers of black and purple, though the numbers of To'kustars were slowly dwindling to half a dozen thanks to the efforts of the Deuce, Slow Mo, and the Walkers. But given enough time, the numbers of the infected would be enough to topple the towering, mechanical giants, thereby putting them back to where they were only hours ago. If they could just somehow stop the flow of new troops from coming into the battle . . .

"We need to get to the castle!" Ben announced loudly.

"Why?" Clawdeen snapped, rather disappointed that she might have to stop fighting.

"So we can stop these bugger's numbers from increasing," Robeca explained, climbing to her feet. "No doubt, Zs'Skayr is there too."

"Exactly," Ben smiled, turning on the Omnitrix and selecting a suitable form. "Anyone who wants to, follow me!" he yelled, slapping the activation button. His arms became more furry as hundreds upon thousands of yellow colored hairs sprouted all across his body, racing down his legs and over his chest, up his neck to cover his face as his pinky finger was sucked back into his hand, deemed useless for whatever alien he was becoming. His ears became large and fleshy, similar to that of a rodent's as they rotated up towards the top of his head, his face bulging outwards slightly as his nose became flat and primitive looking. His canines became longer and sharper as his teeth became slightly crooked, his skeleton cracking and groaning as it was compressed and shrunken down to a height of roughly four feet tall. Two, long, furry, prehensile tails snaked out from the base of his spine, cracking and whipping themselves around as if they had minds of their own as his feet became bigger and perfect for gripping, his big toe moving into a 45 degree angle that allowed them to be used like extra hands. Black, gauntlet-like coverings materialized on his wrists, allowing his fingers free movement as a suit that greatly exposed his furry chest appeared on his body with green rings on the knees and elbows; the Omnitrix and Skurd reappeared on a green and white belt around the alien's waist, completing the transformation.

"All aboard!" Teleportail yelled, slowly spinning his tails behind him as Robecca, Frankie, Nefera, Jane, Jinafire, both Grant sisters, Genie, Venus, Draculaura, Spectra, Abbey, Heath, Hoodude, Lagoona, and Gil joined him; Ghoulia zipped up to Mr. Stein and through him a remote control, presumably to control the Walkers while she went Teleportail to storm the castle. Upon the instruction of the Vong Linducher, the large group huddled together tightly, Genie shrinking down to the size of small mouse and landing on Teleportail's shoulder dressed as a space commander.

"Warp speed, commander!" he ordered, giving a quick salute.

The spinning of Teleportail's twin tails picked up, spinning faster and faster, creating a loud buzz that filled the air and made a small breeze behind him like a fan, kicking up a tidal wave of snow and ice as he spun his tails faster and faster. Before long, they were only a blue of yellow and black, a loud whine filling the air as Teleportail and friends were suddenly engulfed in a bright flash of light as they disappeared from existence for a brief moment.

* * *

They popped back into existence moments later, landing rather painfully on a hard, stone floor. The group had ended up in a large, circular room with small candles lining the walls and giving the room a soft, yet sinister, glow. Chains hung from the ceiling like vines and creepers, a few pearl white bones tossed carelessly into the corner. Opposite of where they had landed was an opening to a staircase that led upwards, metal spikes that looked like fanged teeth lining the door frame.

"Ah, we have guests," a soft voice moaned, attempting to sound evil and angry at the same time. Teleportail grumbled and rubbed his sore skull, the Omnitrix timing out and reverting him back into Ben as he glanced at who the voice belonged to.

"Prepare to meet your doom!" Kuphulu cried, raising his bandaged fists and trying to look intimidating.

"Dude, bad guys use that line _way _too much." Ben frowned.

Kuphulu actually seemed to smile at this; without a mouth it was rather hard to tell. The Thep Khufan snapped his fingers, a feat that surprised Ben considering the alien had bandages for digits, and three massive, burly shapes fell from the ceiling and landed on the ground. The figures climbed out of their land positions and loomed over the group, saliva dripping from their fanged jaws. With massive arms for legs, slimy slugs slithering all over their bodies, and a massive brain that protruded painfully out of their skull, Ben was actually nervous to be facing the hybrid mutants once again.

"Attack!" Kuphulu ordered, jabbing a finger towards the group.

Ben grimaced and turned to the Omnitrix, cycling through his roster for any alien that could take the hybrids on with little trouble. Before he could slap the activation button however, he felt a hand on his shoulder and turned to see Gigi holding her blaster in her fingers and shaking her head.

"Ben, you can't take them head on. You're too predictable." she explained.

"I am not!" Ben argued, even though he knew it was kind of true; he was a tad predictable, always going for the heavy hitters when he needed something done quick instead of analyzing the situation.

"Ben, we're genies," Gigi said, gesturing to Whisp and her father. "We are the most unpredictable monster you could ever find. We'll take care of them while you go on ahead."

"She has a point, partner," Genie grinned, having donned a cowboy costume and drawn a pair of pistols aimed at Kuphulu and the twisted hybrids. "When them Rebellion troops start a runnin', I start a shootin'" he yelled at Kuphulu, his fingers twitching slightly on the triggers.

"Go." Gigi urged Ben, shoving him forward a little. Ben sighed and nodded his head, gesturing for the others to move towards the staircase while the genies took care of the problem at hand; Ben left the room, diving under a hybrid's attempt to crush to his skull, and ran up the stairs, the sound of gunfire and insane laughter chasing at his heels like a pack of wolves.

They soon came into another circular room of similar design, with the exception of the ceiling. Instead of chains hanging from the ceiling, there were two massive conductors with massive amounts of electricity crackling between them. The room was also larger than the previous one, swirling tanks lining the walls; another staircase sat opposite of the one they had just come through. Ben cocked an eyebrow, curious as to why the room seemed so empty at the moment. The sound of heavy footsteps came clapping down the staircase ahead of them, Dr. Viktor himself lumbering into the room with a face that said there would be no fooling around whatsoever.

"So, we meet again, Tennyson," the Transylian spat, utter hatred dripping from the words.

"Don't get too attached to be yet, Frankenfreak," Ben grinned. "I won't be sticking around for long."

Dr. Viktor actually grinned at this remark. "You would think that, wouldn't you? But master has prepared for your visit; he knows everything you could ever hope to pull on him and have a way to counter act it. Anything you try will be easily stopped thanks to my pure genius!"

"Did that pure genius save you when you failed to take our base? Twice?" Skurd asked.

"Minor set backs," the Transylian waved it off, though Ben could detect that there had rather horrendous consequences for the doctor's many failures. "I would like to point however, that your meddling has not made master happy." he added with a growl, holding up his left arm for the group to see. The Monsters all winced upon seeing that the Transylian's entire arm right up to the shoulder had been painfully torn free from its socket and replaced by a crude, mechanical limb with two thick fingers a thumb for digits; many buttons, keypads, sensors, and screens had been crudely built into the artifical limb. To make matters worse, the alien monster removed his eye-piece from his face to reveal a black, empty socket for the world to gaze at with disgust and horror.

"He fed both of them to his _pets_," Dr. Viktor spat. "But why am I vocalizing my despair to you when I could be crushing you to bits?" he wondered aloud with a sadistic grin. Before any of them could move, the Transylian tapped a button on his artificial arm, and the tanks that lined the walls slid open, a thick vapor pouring out into the air as something rather gooey and pasty slithered out onto the floor. There were eight, multi-colored puddles that oozed across the floor before they each solidified into a crude, humanoid figure. Six, crustacean-like legs suddenly burst on either side of the creature's chest, cracking and groaning before curling back up against the gelatinous skin. Two pairs of orange colored eyes opened up on the creature's crude heads, a pair of clicking mouth parts growing out from the face. Eight, small devices descended down from the ceiling and took a position above each creature's head, the bizarre mutants straightening up a little upon being near them.

"Do you like them?" Dr. Viktor asked. "After the success of the Tetramand/Cerebrocrustacean hybrids, I went further and created another set to make sure the process was safe. And I must say the results of the Polymorph/Orishan hybrids are a complete success."

"You are sick, you know that?" Ben frowned, turning on the Omnitrix and cycling through the roster; he was once again stopped by a hand on his shoulder. He turned to see Spectra floating above him, her pale hand gripped tightly in her hand as she shook her head.

"Lemme guess. You want me to go ahead and deal with Zs'Skayr while you handle these clowns?" Ben sighed, already getting tired of the pattern.

"Not just me," Spectra smiled, gesturing to Heath, Hoodude, Draculaura, and Abbey, the last one having a rather scary look on her face as she cracked her knuckles menacingly; Dr. Viktor actually looked worried.

"Alright, but stay safe," Ben told his lover, pecking her on the cheek before dashing towards the opposite staircase with the others, ducking under a hybrid as tried to punch him and jumping over Dr. Viktor's attempt to try and grab him.

"Later Stitch Face!" Ben called over his shoulder before the sounds of a fight came afterward; painfully sounding crunches, the cry of a whining fire, the dangerous dancing of electricity, and the eerily calming sound of rushing water. Ben ignored the sounds and rushed up the stairs after the rest of his friends, his mind racing at a hundred miles an hour. What did Viktor mean when he said that Zs'Skayr knew his every move? Was there a mole in the Rebellion, someone who had betrayed the entire future of the world for some random price that Zs'Skayr would most likely refuse to pay upon collection? And if there was a mole, a spy working for Zs'Skayr, who was it? And why did this Monster, whoever it was, do it?

Gil was a nervous wreck. Ever since he had struck the deal with Zs'Skayr which seemed to have happened only hours ago, he was more high strung than a cat in a dog kennel. Ever since the power outage, almost no one had been able to sleep, and Gil was no exception. He had spent hours starring at the bottom of the bunk bed he shared with Heath for hours on end, unable to fall asleep with the diabolical Ectonurite's voice ringing through his head, refusing to let him sleep for the smallest of seconds. The guilt was scrapping away at him faster than a flesh-eating parasite, but he had to do it. He didn't know if he could or should have trusted Ben's arch nemesis, but he couldn't just sit back and let him take Lagoona away from him. She meant the world to him and would literally do anything for her.

But then again, would he? He now realized that there were things that he wasn't willing to do for her. He had been such a coward back in the past, too scared to even tell his saltwater hating parents about his relationship with the girl of his dreams. And even when he did, he nearly gave in to their wishes and broke his relationship with Lagoona; Ben would never do that, not even come close. He had fought against countless enemies, starred down Vilgax and Maltruant without fear, had saved the universe itself from utter destruction numerous times, and he could probably tell his parents off no problem. Now that he thought about it, Lagoona probably did deserve better than him. He was an absolute disgrace to water monsters everywhere.

He could see it now, in his mind, Lagoona dumping him right in front of every Monster at Monster High and going off with Ben on some crazy adventure throughout the cosmos while everyone laughed and jeered at him for being unable to keep his girl. With a sigh, he cast a sorrowful look at Lagoona, determination washed across her face as she clutched her trident tightly; the skull suddenly felt much heavier in his pocket.

After climbing an incredible long and spiraling staircase, they eventually came into another circular room, this one nearly identical to the other two they had come through. The floor was littered with white bones belonging to various monsters, their red stained remains stacked high into mounds that formed pillars up to the ceiling. Only a few torches lit up the room, allowing them to see the bones; it was incredibly eerie and creepy. To make matters worse, there was a constant dripping sound that echoed throughout the room, sending chills down Ben's spine. A loud clicking noise accompanied the dripping, getting louder and closer as the sound of bones being pushed aside added to the noise that echoed all by itself in the chamber.

The clicking sound got louder, coming from behind them; the group searched with their eyes, wildly looking for the source as it increased, getting louder and louder as heavy breathing added to the terrifying symphony. Ben felt his pulse quicken, his eyes dancing around in their sockets in a desperate search for the source of the noise; from the look of the others, they were equally terrified, their weapons drawn and their fingers shaking on their triggers and handles.

And then the noise stopped.

Dreaded silence followed, no noise at all coming to their ears but their own terrified breathing; the dripping, the clicking, the clatter of bones, and the breathing, it all stopped. Eerie silence was all that came, nothing more.

A loud bellow suddenly echoed through the chamber as a pillar of bones exploded in front of them, scattering the remains as a large, furry creature lunged at the group. They quickly parted and regrouped behind the beast as it landed on the floor, its razor sharp claws creating sparks as they dug into the cold stone.

"Aw, man." Ben whimpered as Crüjo stalked out from the shadows and into the dim lighting of the room, a massive amount of saliva dripping from his jaws as he snarled and barked; Ben winced upon seeing foam amongst his teeth.

"Whatever you do, don't get bitten," he whispered to the group as he went for the Omnitrix and cycled through his roster. "And if anyone tries to-"

Ben never got to finish his sentence as Jane, Venus, Lagoona, and a determined looking Gil all pounced onto the Loboan at the same time, pummeling him without mercy.

"Doesn't anyone listen to me!?" Ben exclaimed, accidentally drawing Crüjo's attention to him. The Loboan snarled and sucked in a deep breath before his muzzle suddenly split four different ways and a loud howl blasted out, aimed right at Ben and ready render him unconscious; had it not been for Frankie's quick reflexes, he would not have made it. The Loboan growled with fury, snapping its foam stained jaws at Ben before it was tackled to the ground Lagoona, her trident driven right through his right hand. She quickly pulled it out and drove the other end into his gut, knocking the wind out of him as a purple colored anaconda quickly slithered itself over Crüjo and wrapped him up in its coils, tightening its grip on him.

"Ben, we have to go!" Frankie pulled on Ben's arm.

Ben frowned and glanced back towards the group just as Crüjo managed to pry Jane's coils off of him and throw her into a tower of bones, burying her beneath them as he went after Venus; she did a perfect imitation of a lion tamer as she fended him off with an intact rib cage and a flaming whip.

"Down, you beast! Down, I say!" she demanded, cracking her whip.

"Fine." Ben surrendered, Frankie letting go of him and both of them making a mad dash towards the stairs. The watch-wearing hero was nearly there when he felt someone grab onto his wrist and pull him back. Fully expecting it to be Crüjo managed to the Omnitrix on by smacking it against his head, beating his head against the device a second time to select a random alien before ramming his head onto the watch a third time to activate it. The green light quickly immersed him, changing his DNA into something not of this world. His skin quickly hardened, fusing together with his bones to form a thick, tough shell that quickly reddened, parts of its turned gray in color. Four of his ribs ripped out his skin and bent in two places, becoming a pair of jointed legs that folded back against his chest as green eyes formed on his chest. Spikes that curved backwards appeared on his feet as dozens of barnacles appeared all over his body. His fingers turned into jointed claws as his lips protruded outwards and hardened into a pair of pincer-like mouth parts. His eyes split into another, slitted pair as the skin on the back of his became loose and saggy before hardening again to form something similar to a hood over Ben's head. The final transformation was the addition of a nozzle-like hole on each of his palms and the Omnitrix and Skurd on his chest, completing the form.

Water Hazard quickly grabbed the hand that its grip on him and flipped the owner onto his back, pointing an open palm at him and ready to blast him with boiling water before he realized it was Gil. "What are you doing!?" the Orishan demanded, ignoring the loud, savage bellows behind him as the ghouls and Crüjo fought.

"I need to tell you something," Gil groaned, Water Hazard climbing off of him and helping him to his feet.

"Well make it snappy. Kinda on a tight schedule!" Water Hazard cried, turning his attention away from Gil for a brief second to blast a jet of pressurized water Crüjo and sending him flying across the room and into a pile of bones where he was suddenly assaulted by a very ticked off giant squid.

Gil bit his lip; if he wasn't careful about how he worded things, Water Hazard could easily kill him where he stood without even trying. That, or change into something far more deadly.

"I told Zs'Skayr we were coming!" he suddenly blurted out.

"WHO WITH THE WHAT NOW!?" Water Hazard suddenly sputtered, slamming Gil back into the floor. "Tell me you did not just say what just said!"

"That's kind of hard to do, dear boy." Skurd sighed, rubbing his beady little eyes with disappointment.

Water Hazard gnashed his teeth plates, beyond angry with the cowering freshwater monster beneath him. Truth be told, he was incredibly tempted to kill, or at the very least, severely injure Gil right now, but now was really not the time. With a sigh, the Orishan picked up the freshwater monster in his grip and threw him into a pile of bones before making a dash towards the stairs; but not before leaving him a message.

"You will pay for this." he snarled.

"I totally had that coming!" Gil groaned loudly before Crüjo pounced on him.

* * *

By the time Water Hazard managed to get to the top of stairs, his mind buzzing like a swarm of angry hornets, the Omnitrix had timed out and returned him to his human form just as he entered the final room. Awaiting him were the rest of the group, down to just five ghouls; and all of them looked like they wanted to hurt someone, their enraged eyes trained towards the ceiling.

"Ah, our guest of honor has finally arrived," Zs'Skayr rasped maliciously, floating far out of reach of the angry ghouls. "It seems Operation: Cosmic Storm was a failure. Mental note, kill Viktor for not successfully utilizing the To'kustar DNA I gave him properly." he added to himself.

"Zs'Skayr! Get down here so I can kick your sorry ass!" Ben demanded. "Or whatever you have!"

Zs'Skayr clucked his tongue, wagging his finger back and forth as if he were scolding a small child. "Now, now, don't be rude," he tut-tutted. "There will be plenty of time for that later." he chuckled darkly. Ben cocked a suspicious eyebrow as the Ectonurite descended down from the ceiling, though still out of reach of the ghouls; it was then that Ben noticed something odd about the room. Similar to Dr. Viktor's floor, there were five tanks lining the wall of varying sizes, a few of them about Ben's height with one that was more than twice as big. The watch-wearing hero glanced back up at Zs'Skayr to see him glow an ominous pink in color, a shade that Ben had seen many times when either Gwen or Charmcaster got very angry. He watched, stupefied, as the pink aura around his arch nemesis glowed brighter and brighter before suddenly lashing out in jagged strikes, the massive amount of energy dancing like lightning before suddenly striking Ben. He screamed in agony as the energy coursed through his body, forcing him down to his knees as he felt the separate charges searching through his mind, poking and probing it like some bizarre experiment before they painfully released their hold on him, drawing themselves back to Zs'Skayr before lashing once more and striking each of the tanks. The containers glowed a dark magenta in color as they hissed and croaked, swirling fog filling them up as they did their work before they they a loud roar and finally died, their lids popping open like coffins and releasing the fog into the room, making Ben's vision blurry as he climbed to his feet, holding his throbbing head.

Much to Ben and the ghoul's horror, five figures stepped out of the five tanks, shuffling on their newly formed legs and stretching their aching bones as they came out into the light. The first figure was a girl that was now a couple inches shorter than Ben, her green skin shining with a slimy sheen as she licked her lips with her long tongue, her purple commander and aviator's outfit fitting her delicate frame easily. But Ben knew never to trust those innocent eyes or that fragile figure; Attea could kill in less than three seconds if you let your guard down.

The second figure was a hulking giant compared to all of the others, towering at a good dozen feet. Her dark red skin looked almost a dark brown in the low light of the room, her four arms hanging limply at her side they suddenly shifted, bones cracking as they were stretched. Her horned helmet made her all the more intimidating as she narrowed her golden orbs at Ben, socking her two hands into her fists, drawing her lip back into a snarl. Ben flinched under Looma's glare.

The third figure was surprisingly close to a human, with the exception of her pale, almost gray, pink skin. She wore a purple parka ringed in fur, her pink hair curled back and held in place by a tiara as her pointed ears framed her face. The only unusual thing about her seemed to be that one could see her breath in the air despite no one else having such an issue. That, and how she easily extended her limbs to several feet longer than their original length and twisted around her back in a dramatic show, flexing her fingers into fists. Ben was greatly confused as to why Ester was suddenly here.

His attention was quickly drawn to the fourth figure, a seemingly normal human girl was short, black hair and a pink sweat shirt over a black T-shirt. She wore a short, white skirt around her waist and a pair of white tennis shoes on her feet as she frowned deeply at Ben. As if the universe weren't just about to let something be normal for once, Ben's caught sight of a black and green circuit decorated slime puddle ooze out from under the girl's sweat shirt, slithering around her neck and down her waist before coming back up onto her shoulder and stopping, forming into a slight, animal-like figure. Now was even more confused; why were Julie and Ship here all of a sudden?

The last figure raised the most questions, but brought some relief as well. She had fiery orange hair cut short above the shoulders and wore a pair of blue nerd glasses on her nose, her eyes narrowed at Ben and her lips put into an annoyed scowl. She wore a blue T-shirt with a blue cat face on it a blue, plaid skirt along with a pair of tennis shoes. Despite the frown on her face, Ben was relieved to see Gwen.

"So, what's with the reunion?" Ben asked, utterly confused as all the girls, even Gwen and Ester, all snarled and glared at him as if he had just killed someone they held close and dear.

"Ah, still the dark, are we?" Zs'Skayr asked with mock disappointment. "Allow me to shed some light on the situation. You see, Tennyson, I have spent years gathering the magical artifacts of this world, having my top scientists and magicians study and learn about their uses. To put it quite simple, boy, I have reached into the dark recesses of your mind and drawn out the most painful memories concerning your social life and brought them into reality," he chuckled darkly before turning to speak to the five girls of Ben's past. "And girls? Be sure to make him suffer." he cackled. The girls all drew grins and raced towards Ben, ready to tear him apart.

"What are you doing!?" Ben exclaimed with fear as all five girls shoved their way past the ghouls and tackled him to the ground, furiously driving their fists into him as they belittled him.

"You are pathetic!" Looma roared, grabbing Ben by the throat and tightening her grip as his face turned red. "You are not a true warrior, for warriors must know when to be blood thirsty and savage! They must never show weakness, and you have shown far too much! If it weren't for the Omnimatrix on your wrist, you would have never survived our courtship ritual!" she yelled at him, drawing her fist back and hurling him to the opposite wall where he was attacked by Attea.

"This is fer making me look like a fool in fronta the entire galaxy, Tennyson!" she screamed as she drove her fists in Ben's face, turning it black and blue and breaking his nose too. "If it weren't fer a lotta a luck and that stupid watch on ya wrist, ya wouldn't be here! You aren't no hero! Yer just a dumb kid with too much luck on his hands!" she hissed, kicking Ben in the ribs before swinging him around and throwing him to the floor.

"Oh, I am going to enjoy this," Julie hissed menacingly as Ship obeyed his master and slithered over her frame, morphing himself into the battle suit he had designed for Julie, beeping slightly as she grabbed Ben by the head and brought him up to eye level, not even flinching upon seeing his weakened face. "I can't believe we lasted so long. You never paid any attention to me!" she yelled, throwing him to the opposite before closing her hands into fists. "It was always about you and the world, never about me and you!' she screamed angrily, several rounds of missiles firing out of her wrists and slamming int Ben's frame, his body jerking with every impact. "You brought me nothing but misery and sorrow when we together, and you never did anything right! In fact, the only two decent things you ever did for me was bring me Ship and break up with me!" she roared, driving a power-house fist in his chest and grinning upon hearing bones crack. Without mercy, she peeled his frame off the wall and rolled him across the floor to Ester.

"You were such a fool, Ben," Ester growled, kicking Ben in the face before tackling him. "You were stupid to even notice my attempts to get close to you! Every time we spent together, every date we ever went on, every mission we ever took part in, you were too dumb to even notice me!" she hissed grabbing Ben by the throat and stretching her arms to the ceiling, ramming Ben's head into the stone before slamming him back down into the floor. "Hard to believe the universe's greatest hero is so moronic." she snarled in his ear, taking his hand and mercilessly bending three of his fingers back until they snapped loudly. The Kraaho girl smiled at his face and kicked him in the ribs again before sliding him across the floor, her grin broadening when he crashed into one of the tanks.

"Oh, how I've waited for this moment," Gwen purred maliciously as Ben struggled to at least climb to his knees. The construct would have nothing of it and planted her foot on his back, shoving his face up into the floor as she grabbed his arm and pinned it behind his back. "You were always selfish," she hissed, yanking arm back even further. "It was always about you wanting the fame and the glory. You didn't care about anyone else; as long as you were in the spotlight, everything was alright with you, even well Bellwood became over run with criminal scum! Why else do you think me and Kevin left you rot where you were?" she snarled, giving a final yank and retching Ben's arm out of his socket, finally making him black out from the pain.

"Don't just stand there!" Skurd yelled at the ghouls. "Do something!

The ghouls didn't need to be told twice. Jinafire unsheathed her sword and gripped the handle tightly in her in hands, pointing the blade directly at Looma before swinging it behind her head and racing forward; the move would decapitate most opponents if executed correctly, but Looma was no ordinary opponent. She grabbed hold of the upcoming blade in one and, tore the weapon free with two more hands and bending it like rubber before slugging Jinafire in the face and sending her skidding back with the fourth.

"You are not a true warrior!" Looma spat. "You are just as pathetic as Tennyson!"

"Says the warrior with no honor," Jinafire spoke in a deadly tone. "You are not a true warrior if you do not have honor. You fight for the fun of it, while Ben fights because he has to. A true warrior only fights when he must, not when he longs to."

"How dare you insult me!" Looma growled. With a battle cry, Looma charged forward, all four of her fists raised into the air and ready to crush the young dragon beneath them. Jinafire didn't flinch though and merely held still as Looma bared down on her before thrust a hand forward and into Looma's chest, stopping her on the spot. She then quickly grabbed Looma's shoulder and simply flipped her over onto her back with little difficulty.

"This is to avenge Ben honor. Something that you severely lack." she hissed in Looma's ear before delivering a series of rapid jabs and strikes to the stunned Tetramand's pressure points, maximizing the damage as she then leaped into the air and delivered a quick kick to the Looma's chest before lashing out with her tail and ending the construct; she then exploded into faded, pink dust that quickly dispersed. Jinafire then bowed respectfully to her fallen opponent before rushing over to Ben's side in the hope that she would at least be able to reset his broken bones.

"Show me whatcha got, Corpse Face!" Attea taunted Ghoulia, gesturing for her to come and attack her. "There ain't nothing ya and Tennyson can pull off that'll surprise me!"

"Eeeeeeiiiiiiyyaaaaa!" Ghoulia moaned with a smirk.

"I told ya, Tennyson is just frustratingly lucky!" Attea shot back. "He's as dumb as a rock and has no strategy whatsoever! How else do ya think I conquered the galaxy!?"

"Eyahhhh. Iiiiiiieeeaaaaaahhhh." Ghoulia's smirked deepened.

Attea gritted her teeth. "Yes, I realize Tennyson has beaten me at every turn, don't remind me!"

Aaaaaahhhhhhiiieeeeee!" Ghoulia pointed out.

"I don't care if Tennyson is smart enough to figure a way out things, nothing you say or do can help you now, Death Breath!" Attea roared, whipping out her blaster and firing off a couple dozen rounds all aimed at different heights so that Ghoulia would have no hope of pulling off some bizarre and amazing way of avoiding them.

Clearly, Attea had never faced off a Kinceleran. Or at least, someone inside of a Kinceleran inspired suit. Faster than Attea could blink, Ghoulia had zoomed away from the spot she had been nanoseconds before, the energy blasts sailing by harmlessly and pelting Julie as she fought with Robecca. Attea glanced around wildly, trying to pinpoint her swift aspirant. The Incursean suddenly felt a short tapping on her shoulder and she whipped around to Ghoulia standing just an inch away from her face; Attea yelped and fumbled with her blaster, dropping to floor. Faster than Attea could ever hope to react, Ghoulia lashed out with her hand and grabbed the weapon before pulling the trigger and firing several dozen shots into the construct, her body convulsing and jolting with every shot before Ghoulia cracked the blunt end of the blaster over Attea's head and lashed out with her artificial tail; the Incursean construct dissolved into dust moments later, her particles discharged with a sweep of Ghoulia's tail.

Julie was furious, and not just because she accidentally took several rounds to the back due to friendly fire. She more frustrated than furious, mostly because Robecca managed to be able to go toe to toe with her. It annoyed her to no end that such primitive technology could withstand her more advanced battle suit, always ducking and swerving just out of reach.

"Luv, if you're as bad of a girlfriend as you are of a fighter, then I can see why Ben broke up with you," Robecca taunted. "You couldn't hit the side of a stockyard!"

Julie growled and drew back her fist, delivering a knuckle sandwich of an uppercut to Robecca's metal face before clenching her fists and firing off a round of energy cartridges that peppered Robecca's skin. "It's not my fault," Julie snarled as she lumbered over to Robecca's fallen form, fully prepared to crush her into scrap metal. "Ben was never devoted. He was always thought himself and how he could possibly makes better for himself alone; he used me to gain popularity, and never did anything right when he actually attempted to look good for the camera!" Julie hissed, drawing back her fist. "The only two things he ever did for me was bring me Ship and break up with me!" she yelled, thrusting her fist forward. Robecca saw the move coming and bent her knees back, aiming her her feet at Julie's face and activating her rocket boots, blasting Julie in the face with hot steam and smoke.

Julie cried out in frustration as Robecca jumped to her feet and rammed her head into Julie's gut, knocking her back as she drove her metal fists into her circuit hide one, two, three times, each time pushing her back as she increased the force behind each blow. "The only reason Ben didn't pay much attention to you was because he was saving the world and the people he cared about! How many times did he come to your rescue when you couldn't defend yourself!? How many times has he sacrificed his time to be with you when he wasn't fighting evil!? How many times did he put his life on the line for you!?" she yelled, slugging Julie in the face with each question; eventually, the bright green circuit pattern that encased Julie faded to a dull gray and Ship oozed off of Julie and into a puddle before exploding into dust.

"Ship! No!" Julie cried before Robecca delivered an upper cut and snapped her neck with a loud _crack!_ The construct of Julie quickly dissolved into a pile of faded dust like the others had.

Frankie and ester circled off, neither one prepared to attack the other just yet. Ester had flexibility on her side, able to extend her limbs to an unknown and impossible length had raw power going for her, a massive amount of electricity coursing through her body like precious blood. But despite having so much going for her, Frankie was worried; even though she had taken down a hundred foot tall To'kustar with her parents, she was scared. That had been with her parents, with two people she felt incredibly safe with. And despite Ben lying a mere dozen feet away, completely dead to the world, and her friends at different points around the room, Frankie felt so alone. She so busy thinking, she didn't even register Ester tackling her to the ground and slugging several times in the face and leaving an ugly bruise, each filled with complete hatred. "Do you have any idea how frustrating it is to flirt with a boy only to have him finally wake up and notice some other girl!?" she yelled, grabbing Frankie by the shoulders and ramming her head into the floor. "It's a wonder he made it this far with such a lack of brains!"

Frankie gritted her teeth and shoved Ester off of her, pinning the Kraaho to the floor by her shoulders, her bolts crackling with a dangerous amount of electricity. "Listen here, _bitch!_" she snapped angrily; every ghoul in the room stopped what they were doing to stare at her; Frankie never swore. _Never._

"Ben may need a good smack upside the head every now and then, but he really cares about you when you care about him, something you clearly didn't care for _bitch!_ So shut the Sphinx up already!" Frankie roared.

"Ooh, and it seems Frankie Stein's spine suddenly grew three sizes today!" Genie announced as he appeared in a flash of smoke with an X-ray in hand. He then disappeared in another puff of smoke and reappeared next to Ben, snapping his fingers and making a first aid kit appear before Jinafire's hands. "Hope ya know what your doing, kid," he told her before quickly donning a wrestling announcer's outfit and turning his hand into a microphone.

"In this corner weighing in at 175 lbs, the Ice Queen herself! Ester Kraahooooooo!" Genie cried. "And in this corner, weighing in at an undisclosed weight, the Beauty Beyond the Grave! Frankie Steeeeiiiin!" he added as Ester and Frankie rolled around on the floor, thrashing about as they yanked on each others hair and punched each other repeatedly in the face. "Frankie's got 'er in a half-nelson! Now Frankie's got 'er in a full-nelson! Oh, and now it's the dreaded Ozzie Nelson! Oh, I wish you could see this folks but for broadcasting standards we are forced to sensor it!" Genie announced dramatically, biting his nails as he talked. "And now she's actually managed to beat her into a pile of dust, folks! We'll be right back after these messages!"

"Should you not be helping Gigi and Whisp?" Jinafire asked Genie as she bandaged Ben's hand, Skurd yelling insults in Ben's ear in the hopes of waking him up.

"I figured the lil' ladies might be able ta handle themselves," Genie explained, quickly assuming the form of a cowboy and tipping his hat off to Jinafire just before a slimy green hand slithered up through the cracks in the floor and latched onto his leg.

"The ladies just keep their hands off of me!" Genie joked before the hand pulled him back through the floor, leaving behind his cowboy hat. Jinafire starred at it for a few seconds before returning to the task of patching Ben back up.

Nefera gulped and gripped her Katana blades tightly as she and Gwen faced off. "You honestly believe you can defeat me? All I have to do is light one of your precious bandages and you're done for!" Gwen smiled maliciously, her hands suddenly coated in violet colored flames as her skin turned a dangerous pink in color, her features becoming less obvious as she assumed her Anodite form. "I can't believe Ben ever turned his attention away from doing his job to someone as pathetic as you." she said, swinging her fists in an attempt to ignite Nefera. The mummy just barely managed to cross her swords in front of her face to block a blow before leaping back to avoid the other blow.

"Stop insulting my boyfriend!" Nefera, taking the moment to attack back with wild and unpredictable swings aimed at Gwen's head. "Sure, he may be reckless from time to time, but at least he's reckless because he's trying to protect those he loves!"

"Please," Gwen rolled her eyes, the fire on her hands flickering out to be replaced by two glowing orbs of mana. "He's nothing but a selfish brat. He's been that way ever since he was ten, and he always will be." she scoffed before firing off the balls of mana at Nefera, who stayed just out of reach as she ran away from the fight and a short distance up the wall, pushing off with her feet to flip over in the air and bring down her blades, managing to slip the construct on the shoulder; fine dust began to poor from the wound as Nefera continued to attack. "He's not selfish! He really cares about people, enough to bring them out from their bumbling time in the darkness and out into the light! Just like me." she whispered the last part before giving a yell and thrust her Katana blades forward, stabbing Gwen through the gut. Nefera quickly pulled out one of the blades and decapitated the construct, watching with satisfaction as it exploded into a pile of dust.

"AAAAAARRGH!" Zs'Skayr howled angrily, gripping his scythe tightly. "If I can't win this war, I will at least destroy you all!" he yelled, swooping down from the ceiling and swinging his blade in an attempt to kill the ghouls. Jinaifre bit her lip and quickly turned to Ben; his head had been bandaged and his arm was in a sling, a double row of bandages around his ribs and several small wounds that had been left untreated for the time being decorated his body. She knew it was dangerous, at that Ben could possibly die if she went through with the thought in her head, but it was the only way they were going to end Zs'Skayr once and for all. The dragon decided to take the risk and reached with a hand for the Omnitrix, Skurd, too distracted with insulting Ben to notice as she cycled through his roster of aliens, going through the different forms before picking one she hoped would help. She selected the transformation and pushed down on the activation button, a green light enveloping Ben as the watch did its work. His skin hardened and turned a blueish-purple in color, a few dark spots appearing on his expanding shoulders. Muscles piled themselves onto his chest and arms, metallic nozzles sprouting from his shoulders and arms and connecting directly into his bloodstream. More nozzles formed on his body, his feet forming large single toes as he lost a single digit on his finger. A green colored containment suit of some kind, green gauntlets forming on his wrists and white gloves on his hands. The finally pieces of the transformation were more nozzles on his head, shoulders, and body and the Omnitrix and Skurd forming near his mouth, acting like a gas mask of some kind.

"Ugh, what happen?" Gutrot groaned, holding his aching head with a gloved hand. "Someone get the number on that truck?"

"Ben, listen to me. The constructs are gone, but Zs'Skayr is still in power." Jinafire quickly explained.

"Say no more," Gutrot grunted, hauling himself to his feet as his chemical innards mixed and blended together into a noxious soup; the ghouls were keeping Zs'Skayr distracted, darting in with their weapons before leaping out of harms way, taunting him; but they were tiring. Zs'Skayr had been hovering up near the ceiling, fully rested as he watched the ghouls tumble about, exhausting themselves. Eventually, they would slip up, and Zs'Skayr would get a lucky shot. Not if Gutrot had anything to say about it though.

"Hit the dirt!" he yelled as he raised his hands at an unaware Zs'Skayr. "Not you, Jin. I need ya to light 'em up when I say so." he told Jinafire. The dragon nodded and ducked behind and under Gutrot asa colorless gas blasted out of the nozzles on Gutrot's body, shooting right out at Zs'Skayr and covering him in the stuff.

"NOW!" Gutrot ordered. Jinafire quickly popped back up to her feet and opened her jaws, releasing a jet of flame aimed at the vaporous cloud that engulfed Zs'Skayr. The reaction was immediate as a massive, fiery explosion fill the room, just barely scraping Gutrot and the ghouls as they scrambled to the edges of the explosion; Zs'Skayr was not so lucky.

"AHHHHHHHHHHHHHH!" he screamed in agony, the light getting stronger and stronger as the chemicals reacted with each other. "I will get you Tennyson! I will get you if it's the last thing I do!" he howled as every fiber of his being, every atom, every molecule was suddenly ripped apart at the core, Zs'Skayr becoming scattered throughout the room.

"What was that?" Jinafire asked Gutrot as the Omnitrix timed out and reverted the chemical-bound alien back into Ben.

"If I remember, it was magnesium and pure oxygen. I think," Ben muttered. Silence followed as the ghouls all climbed to their feet, Ben walking to spot where Zs'Skayr had met his demise; all that remained of the maniacal Ectonurite was his scythe, slightly charred from the previous explosion. Ben bent down and curled his fingers around the burnt handle of the weapon, the scythe slightly heavier than he had anticipated, but not so much that it was painful. A slight breeze tickled the back of his neck, and he turned to see a short hallway leading out to a balcony that overlooked the castle grounds. Without a word, Ben turned to the hallway, dragging the weapon behind him as the ghouls followed him out onto the balacony.

They were met with a scene of destruction. Bodies lay everywhere, forming a sea of black and purple that covered nearly every available surface. The smell of drying blood choked the air with its thick scent, the smell oddly pleasurable to Ben; considering the circumstances, it wasn't so strange though. A few fallen Walkers lay like islands among the ocean of bodies, Ben thankful that he didn't see anyone dressed in green among the dead. He did see green however, though it was moving a little ways off. It was the Rebellion troops, finishing off the last of the infected army.

Ben stabbed two fingers into his mouth, letting out a shrill whistling that echoed across the war torn landscape. The group of green immediately tensed up, turning towards the source of the noise before they realized who it was and relaxed. With a victorious smirk, Ben turned to look at Ghoulia and his ghouls. Despite them having been scuffed up, been thrust into this mad whirlwind of war, they had stood by him through thick and thin. And he was proud of them. With the smug smile still on his face, he walked to the edge of the balcony and raised the scythe above his head to show his followers the fruits of their labors.

A massive victory cheer went up upon seeing the weapon of their enemy in the hands of their new leader who, despite his injuries, had lead them to victory.

Ben felt a sudden tapping on his shoulder and he turned to see Jinafire standing next to him, her golden colored scales flushed a deep red as she took Ben's hand in his and hugged him tight. And then, with Ben still holding Zs'Skayr's weapon of destruction over his head for the exhausted Rebellion troops to see, Jinafire took his lips in hers, slithering her long, reptilian tongue between them and enjoying her first true kiss with her lover, her tail curling protectively around his waist as he held her close.

Despite the loss of their Glorious leader, despite the loss of several loyal troop members, despite the much pain and sorrow the war had brought them, they had won.

Finally, after fifty years, the war had ended.

**And done! Finally!**

**First off, let me just say that I am glad that I am done with this arc and chapter. It's not that I didn't enjoy writing it, no, it was what I had to do to get here. Honestly, I had nearly finished typing this thing out late last night on my iphone, nearly done and ready to post it when my finger slips and sends me back to the previous page. I don't know why I didn't do it, but I didn't save before and everything I had typed was lost, almost seven BEEP! Pages!**

**Okay, okay. I'm calm, I'm cool.**

**Another thing to bring up is that in no way or form are the constructs that the ghouls fought actually the girls from Ben's universe. They are merely figments of Ben's imagination brought to life by magic, something that Kevin can't stand wherever his car is concerned.**

**Now then, I hope you all enjoyed Genie's cameo/appearance in this story, and please tell me how I did. Honestly, next to to Hades and several other characters, the Genie is one of my all time favorite Disney characters. And like with Hades, he definitely deserved an appearance in this story, especially since we have both Gigi and Whisp. Love it, hate it, let me know.**

**As always, comment, review, suggest, and request down below!**

**Hasta Luego!**


	34. Painful Memories

**G'day, all! And welcome back to another chapter of my most successful story up to date.**

**Or course, I can't take all the credit. I've had numerous assistance by several fabulous, fantastic readers that I can not hope to thank enough times. That doesn't mean I can't try though! Thank you to _DJ Rodriguez, Menatron the Angel of Ideas, RedShade999, Blitzwing101, Axle the Hedgehog, Darkmagicdragon, Darkness Rissing, Blazorna Ibara, Sallem Cortez 004, whampire, Gravespawn, and Morantis_. I couldn't have done it without you.**

**And I haven't forgotten all you nameless readers and Guests! Thank you for taking the time to read this story and make it the success it is. Seriously, I wouldn't have made it this far without you.**

**I know this sounds like it might be the last chapter, but I assure you it's not. I have at least a dozen more chapters in me before this story is up and done and I can begin work on the sequel!**

**As always, comment, review, suggest, and request down below! I love hearing from you people!**

**Onwards!**

Ben stiffened and sucked in a deep breath through his nose, every part of his body aching. His arms felt like rods of molten lead, his legs felt like bars of iron, his shoulders felt like they had a pair of over weight oxen on him, and his head felt like someone was currently using it for a drum solo. He felt his closed eyes twitch a little before he allowed them to finally open to stare up at a drab, gray ceiling; that was odd. He was used to seeing the underside of a bunk bed.

Then everything came rushing back to him: Twyla was dead, Zs'Skayr was dead, the war was over, and Zs'Skyar's minions . . . . well, their fate was currently unknown; Ben made a mental note to ask for a full report from his ghouls once he was sure he could make the short walk over to the intercom without someone helping him get up. He had suffered a great deal of damage from the magical constructs of Zs'Skayr's twisted imagination, everything from cracked ribs and many bruises to a broken hand and even a little eternal bleeding; at least, that was what he remembered Jinafire muttering to herself as she patched him up.

The smell of brimstone came to his senses; speak of the devil. Ben sucked in another deep breath and managed to shift him up a little into something that resembled a sitting position. It wasn't just his injuries that prevented from moving around too much. It was also the addition of several ghouls sleeping haphazardly around the room, a few of them having claimed the bed, giving him some distance so as not to accidentally injure him further. The young dragon was curled up by Ben's left side, her tail wrapped around her head for warmth as smoke puffed out from her mouth every time she moved her chest; Ben's hand had mysteriously found its way onto her back during his sleep. Nefera lay horizontally across the foot of the bed, snoring softly as her arms hung limply over the side. Nestled next to him, her pale hand warmed protectively around his bandaged ribs was Spectra, oblivious to his sudden awakening. Frankie slept next to Nefera, resting her head on her arms as she slept peacefully.

Scattered about the room were the rest of the ghouls from Ben's harem; Venus was slumped down next to the bed, her head lolled to the side on her own shoulder; Jane lay guard at the door, dozing with the stature of a sleeping leopard and ready to attack anyone who wasn't welcome into her sanctum; Whisp was literally sleeping on a swirling, black cloud of shadows over his head, softly murmuring to herself in her sleep; Robecca was devoid of any movement, her systems shut down for the night as her copper body lay limp in the desk chair; Skelita was wrapped up in a blanket lying on the floor with Bonita curled up next to her, her wings wrapped around her for warmth as she unconsciously tried to nibble on a corner of Skelita's blanket in her sleep; Avea had even dragged in half of her bed into the room for a nap, claiming a corner of the room and covering herself in blankets and resting on a mattress of pillows.

Ben sucked in another deep breath and tried to move himself out of bed with disturbing the ghouls. It proved to be impossible when Spectra suddenly snapped her eyes open and gave a shrill whistle; every ghoul in the room immediately snapped up into a fighting position, drawing out their weapons (which they had apparently slept with) and looking for any kind of danger. They quickly put their weapons away when they found it was just Ben trying to pull a fast one on them.

"Thought you could escape us, hmm?" Jinafire smiled taking Ben's hand and gently pulling him out of bed. "I suppose it was foolish to believe our leader would take things lying down after such a marvelous victory."

Ben smiled as the ghouls put their weapons away, a few of them bedding back down to rest; Ben couldn't blame them, especially after they fought not only for their own lives, but for his as well. "If you wouldn't mind leading me down to the med bay? I want to have a quick check up with Ghoulia before I attend to . . . . whatever it is a no longer needed Rebellion leader needs to do."

Jinafire nodded. "While you show great wisdom for someone of your intelligence, you forget we have an even greater adversary than Zs'Skayr to worry about."

Ben would have felt a little insulted if realization hadn't suddenly hit him. "Right. Maltruant," he sighed, rubbing the back of his neck with his good hand. "Well, I beat 'im once, I can do it again."

"Your optimism never ceases to amaze me," Skurd yawned from Ben's wrist.

"Is there anything about me that _does_ cease to amaze you?" Ben asked with a cocked eyebrow.

"Not at the moment, dear boy," Skurd rubbed his little eyes. "Now if you'll excuse me, I've been meaning to sample the Conductoid DNA for a while." And with that, the little Slimebiote hunkered down on the Omnitrix watch face and went into some kind of feed mode where his little antennae were flattened against his head, his body was pressed against the Omnitrix, and his eyes seemed to become beady and more sharp than before. Ben ignored the little goo bag and allowed himself to be led down the hall by Jinafire, Spectra, and Frankie trailing behind him; the others were too tired to follow for the time being and merely stayed where they were to rest. Avea had attempted to follow, but Ben had been firm in telling her to stay put and rest up.

They were mostly quiet on their long walk through the empty halls of the base, the only sound being the occasional buzzing of the lights as they flickered on and off; Ben suspected Dr. Viktor was attempting to improve the power core again, a sort of Plan B to Project X-18; Ben would have to read the briefing later. After a while of walking, Frankie and Spectra broke off from Ben and Jinafire, as if given some unseen signal, and turned towards the Mess Hall to grab the some of the bubbling mush that passed for breakfast around here; Ben made a mental note to try and improve the food in the Mess Hall while he was changing things.

The silence that followed Frankie and Spectra's departure was long and rather awkward on Ben's part as he leaned on Jinafire, depending on her to help him walk down to the med bay. She didn't seem to mind though, a small smile even coming to her lips as she curled her tail protectively around Ben's waist, as if afraid he would suddenly fall over. And deep down, Jinafire was actually worried that Ben might suddenly keel over. She knew Ben was vulnerable and was not immortal like some ghouls had come to see him as at point or another upon meeting him. She knew he could be broken and beaten just like the rest of them. But she hadn't seen hurt _this _bad before; she had heard a short tale of when Ben had just been expelled from Monster High upon having his secret revealed, when he and Charmcaster had been fighting over Gigi. She had heard how he had fallen, barely breathing and only saved by Dr. Viktor's steady (and reluctant) hand.

She hoped she would never have to see him like that again.

For a long time after their short talk in the gym, she had been wanting to feel it again. That sudden rush of energy she got when she had thanked Ben with a sweet kiss had felt like she had just injected herself with over a hundred gallons of coffee. It made her cold-blood body warm up like she had been when she was just a small hatchling, cast into the fire pit to keep warm on cold nights when blankets just didn't seem to work for her; the flames of course, hadn't warmed her in the slightest, and she always felt good and tingly after the fire had died down, full of energy. That was exactly what it felt like to kiss Ben; and she had gotten the second chance to experience it again after the war had finally ended. But she wanted to feel more, experience more.

Plus, her culture sort of dictated what was to already become of her. If she could only somehow figure out a subtle way of explaining it to Ben without having him freak out in the process. Then again, freaking out seemed to be his comfort zone. Sorta.

"Something wrong?" Ben asked.

_Of course he thinks there is something wrong, _Jinafire realized. She couldn't believe she had assumed he would go around, cluelessly ignoring her as she attempted to subtlety plot something with him knowing. She couldn't believe that she had forgotten that after several years of wielding the Omnitrix, of having hundreds of villains try all manner of trickery and traps, that she would assume he would be blissfully unaware that something was bothering her.

"Something of that manner," Jinafire admitted as they finally came to the med bay doors. Ben gave a confused and concerned look, but allowed it to pass as the the doors to the med bay rolled back in their frames, allowing him and Jinaifre access into the sanctuary of the injured and weak, as well as the slightly . . . troubled.

"You gonna make a move?" Genie asked bored; he and Rivet were playing a game of chess on one of the hospital beds, the board nestled smack dab in the middle of the mattress with the two players on either side of it. Rivet nodded eagerly with a toothy grin.

"So move!" Genie cried, exasperated. Rivet grinned and grabbed hold of his black queen in one of his little fists before moving it across the board and whacking it against Genie's white king, sending the chess piece flying across the room; Genie starred at the bored in disbelief. "Whoa. That's a good move," he admitted with flabbergast before doing an impression of Rodney Dangerfield. "I can't believe it, I'm losing to an animal!"

"Why is he in here?" Ben asked Ghoulia with a small smile as she bustled about, tending to the few patients that sat on the beds.

"Ahhhhiiieeehhh," Ghoulia explained, pointing with a pale finger at Gigi, who was asleep on the bed behind Genie.

"Headache, huh?" Ben mused. "I know the feeling."

"Eeeeeeehhhhh?" Ghoulia asked with a cocked eyebrow, pointing towards an empty bed. Ben shook his head as Jinafire led him over to the mattress, easing him down before climbing on as well, crossing her legs over each other as she took the chance to meditate. She heard the rustle of clothing being removed as she attempted to block out the noise of the med bay; Genie's defeated cries of exasperation, Rivet's mad cackles of victory as he danced on the chess board, Ghoulia's constant moaning, and the sharp sound of Ben sucking in a breath every time the zombie touched him. It got to the point where the young dragon could no longer focus and finally snapped her eyes open with defeat.

She probably should have kept them shut a little longer.

Jinafire had opened her eyes at the exact moment Ben was peeling off his shirt so Ghoulia could get a closer examination of his injuries, revealing three, massive and jagged scars along his back, directly across his spine and stretching from armpit to armpit. She couldn't but stare at the scabbed marks, not quite believing such monstrosities had managed to hook themselves into him; she closed her mouth, not quite realizing it had dropped open upon seeing the wounds. "W-where did you get those?" she asked him an awed voice, reaching out with a circumspect hand, her fingers brushing gently over the cruel marks; Ben flinched slightly, but relaxed.

"Remember the first time Maltruant broke into the base?" Ben managed to say as Ghoulia set the cold end of her stethoscope to his chest to check his heart beat.

"Those were from him?" Jinafire guessed, bile starting to rise in the back of her throat.

Ben shook his head sadly. "No. Remember when Twyla went berserk?"

Jinafire did indeed remember. The memories still haunted her to the very second, seeing the person she had come to respect after lying in the shadows for so long, suddenly turn on them with murder in her eyes, a savage desire to kill, destroy, maim, and devour anything that stood in her way of her ultimate goal: to annihilate everything. Thank Sphinx Skurd had managed to activate the Omnitrix in time for Ben to save both him and Twyla from death; but the thought still scared her.

"Jinafire? You sure you're okay?" Ben asked. The young dragon then realized she had been starring, both at the scars that covered her lover's back and into space, and quickly snapped back into reality.

"I am fine, Ben." she reassured him as Ghoulia finished her check up and signaled Ben was fine and should not engage in any strenuous activities unless absolutely necessary; Jinafire kindly handed him his shirt and helped him off the bed and out of the med bay, the door sliding shut as Genie lost yet another game to Rivet for what seemed the hundredth time in a row. They walked a short distance down the hall in the direction of the Mess Hall when Ben suddenly grabbed Jinafire by the shoulders and slammed her against the wall, a serious look in his eyes.

"Jinafire, answer me," he said in a tone that said he would take anymore jokes. "What the Sphinx is wrong?" he asked; Jinafire managed to swallow the ball of fire that had instinctively built up in the back of her throat before looking at Ben's face. It said that he didn't want to hurt her, but he wasn't going to be goaded into thinking everything was all hunky-dory anymore. It was a look that told her that he was willing, _demanding_, that she tell her what was wrong so that he could fix it.

"If you don't answer, I'll go Mindmesser on you." Ben warned her.

Jinafire bit her lip with a fang before finally relenting. "As you wish," she sighed. "But may we not go somewhere private? This is a matter I would like to discuss in secret."

Ben starred at her with those narrowed eyes for a few seconds before finally nodding his head and turning to the Omnitrix and triggered it, cycling through his roster of aliens.

"Would not walking simply suffice?" Jinafire asked curiously.

"Don't bother, dear girl. He won't listen anyways!" Skurd piped up; Ben ignored him.

Ben smiled. "Where's the fun in that?" he asked before selecting a suitable transformation and slapping the activation button, holding still with that cocky grin on his face as the watch worked its magic on him, changing his body into the selected icon of the Omnitrix. He felt himself taller and much more muscled as gray colored fur sprouted all over his body. His face bulged forward into a pointed muzzle, lined with sharp canine teeth as a black nose formed on the end. Organs sloshed around inside him and bones crunched and ground together as he felt said muzzle split into four ways and his fingers become longer and tipped with razor sharp claws that could easily slice through most objects. His toes melted into two, large talons as a third sprouted from his heel and a long, furry tail grew from the base of his spine. A mane of fur rose from the back of his neck as spikes rose from his elbows and shoulders. A green and black suit appeared on his body with green wrists bans and a collar around his neck with the Omnitrix and Skurd on it.

With a low growl, Blitzwolfer snatched Jinafire up in his claws and threw her onto his back before barreling down on the hallway on all fours, his razor sharp talons clicking loudly on the floor as the air rushed through his fur. Jinafire dug her claws into the thick mane on Blitzwolfer's neck, hanging on for dear life as the Loboan ran down the hallways, leaping and pouncing off of walls to make sharp corners that the slippery floor did not allow. They moved at a moderate pace down the hall, the drab walls and doors nothing more than a blur to Jinafire's eye that was occasionally interrupted by the startled soldier coming out of a room only to have a large Loboan with a young dragon riding on its back gallop on by. Some startled and jumped back, others merely shrugged it off and, in Clawdeen's case as she came strolling out of the Mess Hall, some cursed at them.

Eventually, they stopped in front of another janitor's closet and ducked inside, Blitzwolfer slamming the door shut behind them as Jinafire jumped off and the Omnitrix timed out, reverting the large canine alien back into Ben, who immediately grunt under the sudden agony of his ribs; Jinafire rushed over and helped him straighten back up, Ben giving her an appreciative grin before lightly pushing her onto a crate of cleaning supplies and leaning against the door, blocking her one way in and out.

"Okay, spill." he said, casting his sharp green eyes at her and folding his arms over his injured chest as he waited for an answer.

Jinafire was quiet at first, her fingers nervously picking away at the scales on her tail before she finally gave in with a defeated sigh and began to explain everything. "As you know Ben, I am a dragon of Chinese decent," she began slowly. "And dragons live for a very long time. And in that time, they can sped centuries before finally finding their soul mate, another dragon, a Normie, a Monster of a different species, they will find it." she explained, her cheeks starting to turn red. "Occasionally, there will be dragons born that never have a soul mate to begin with, no other half to spend their years with. They quickly become dark and bitter towards others who have what they don't until they die horrible deaths."

"Where are you going with this?" Ben asked, a concerned look on his face.

Jinafire sucked in a deep breath and exhaled; time to drop it on him. "I am one of those dragons, Ben," she finally said with a heartbroken tone. "I never found my other half," she said quietly before looking at him, watching his still expression. "Until I met you."

Ben was stunned, to say the least. "What exactly does this mean?" he asked suspiciously as Jinafire climbed off of the crate and walked over to him, taking her hand in his.

"It means that we are technically husband and wife," she admitted, her face a dark red in color as her tail flicked around nervously. "I understand if you are-" Jinafire said quickly before put a finger to her lips, silencing her.

"I don't mind at all," he shrugged, pulling the young dragon close to him. "I only have no problem."

"What is that, my husband?" Jinafire asked.

"How am I going to explain to my mom that I'm already married?" he joked as Jinafire smiled, blowing out a heart-shaped ring of smoke that dissipated at Ben's face.

"How will you explain that you have multiple spouses?" Jinafire challenged, her long, reptilian tongue slithering out past her lips lightly touch Ben's neck. Ben stiffened and closed his eyes as Jinafire did her work, lightly kissing his neck and sliding his hands around his shoulders, surprised at how strong and firm they were. She soon felt Ben's own hands glide down around her waist, hugging her tight as his fingers grazed the base of her tail; she knew it was against her culture to be thinking such thoughts, but it felt amazing, and she turned a dark shade of orange as a moan escaped her lips. She closed her eyes as a good feeling ebbed its way through her body, her hands tracing over Ben's strong muscles as she continued to massage his neck with her tongue.

Ben slid his hands up her back, curling them under her arms and setting them on her small shoulders and pulling her close, taking her chin in one hand pulling it away from his neck to suddenly return the affection in a full out kiss, engulfing Jinafire's fiery lips as she attacked Ben's mouth with her long tongue, practically whipping his own tongue into submission as she finally surrendered to her desires. Her tail wrapped around Ben protectively as she slid her hands underneath his shirt, her fingers crawling over his strong chest as they delicately avoided the bandaged ribs. At the same time, Ben's hands danced down to Jinafire's ass, carefully touching it with a few fingers and earning a slap from Jinafire's tail and a naughty look from her.

"Too forward?" he asked.

Jinafire shook her head. "Too _backwards_. In my culture, we would already be in bed by now."

Ben flushed a deep red at the thought, Jinafire giving him a seductive smile. "But because it is only fair to indulge in my husband's culture as well, we shall save that for much later." she purred before taking Ben's lips in hers again and grabbing his wrist and setting it down on her ass, pressing down on his fingers and forcing him to squeeze it as chills of pleasure ran up her spine; she had to admit, he had incredible finger strength, and there was little doubt in her mind that a well aimed punch from one of his hands would be enough to knock someone out should he choose to. Her tail instinctively wrapped itself around them, pulling itself tight and forcing them together as they pleasure one another.

Jinafire had never felt so good in all her years, all that time spent alone and being the only girl in her household full of boys. For years, she had been forced to suppress any sign of weakness from her family to even be noticed, as her father was often busy keeping her seven brothers from beating each other senseless in their training. Years of sorrowful solitude and loneliness were finally released after being locked up deep inside of her; she found herself hugging Ben even tighter, a few stray tears leaking down her face.

"What's wrong?" Jinafire felt him pull his lips away from her, her long tongue snaking back between her lips as she sniffed and wiped her eyes in the hopes that Ben wouldn't notice. It was rather foolish, considering how close they were, and she soon found herself sitting down in Ben's lap, his arms wrapped securely around her as he demanded she tell him what was wrong.

"You're not enjoying yourself?" he wondered.

Jinafire shook her head. "I was enjoying it immensely," she told him, sniffing once again and resting her head into the crook of his neck. "It's just I've never really had someone pay so much attention to me. Before this, the most enjoyment I would ever get would be when I would manage to steal my brother's meals out from under their noses while they argued."

"I take it your dad never really had a lot of time for you?" Ben guessed.

Jinafire nodded. "I knew he cared about me a lot. I could see it in his eyes. He just could never spend enough time with me before my brothers managed to distract him in some manner or other."

"What about your mom?" Ben asked.

Jinafire fell silent. "I never knew her." she managed to reply.

"Oh." was all Ben could say. They sat there in silence for a little bit, a few more tears falling free from Jinafire's eyes as she rested on Ben, the watch wearing hero not minding in the slightest that he was being used as a chair for a crying dragon; he would do anything to make sure his ghoulfriends stayed happy for as long as possible. Eventually, Jinafire managed to collect herself, and the flow of tears came to a stop.

"Do you wish to resume?" she asked politely.

Ben shook his head. "Only if you want to. I'm not going to make you doing anything you don't want to."

Jinafire smiled. "I knew I picked the right man." she kissed him on the cheek, her serpent-like tongue slithering over his skin before finding its way back to Ben's mouth, slipping past his lips and down his throat as their lips met again. She felt Ben's hands slip under her legs, massaging them a little before moving back under her ass and giving an almighty pinch that made her suddenly bit Ben's own lips; he didn't flinch whatsoever, and continued to pleasure her, though with less vigor than moments before. She slid her hands underneath his shirt again, lightly sliding them over his back and being careful around the scars before moving them back his chest and neck region, her hands rubbing small circles into his skin that made him delight her all the more. Ben's fingers found their way towards the base of her tail again, sending shivers down Jinafire's spine as his tongue slipped past her lips. The happy couple made out in the janitor's closet for a few more minutes before finally giving one last kiss and settling back into each others company for the time being.

That is, until they were interrupted.

"Awww, you guys are so cute together!" Sirena squealed happily, her head popping up out of the floor at Ben's feet and making both Ben and Jinafire startle for a moment.

"Geez, Sirena, you nearly gave me a heart attack!" Ben gasped, clutching the area of his chest where the beating organ might be.

The hybrid smiled. "Sorry, Ben! General Bloodgood wanted to speak with you about yesterday's victory and wants you and everyone else who stormed Zs'Castle Zs'Skayr in the war room in five minutes."

"Fine," Ben grumbled as Jinafire got off of him and helped him to his feet. "But know more jumping me, got it?"

"As if that will be difficult to do." Skurd grumbled from Ben's wrist, earning himself a whack against the wall. "Ow!"

* * *

Five minutes later, Ben, Bloodgood, Robecca, Frankie, Nefera, Jane, Jinafire, both Grant sisters, Genie, Venus, Draculaura, Spectra, Abbey, Heath, Hoodude, Ghoulia, Lagoona, and Gil were all seated around a long, rectangular shaped table that stretched the near length of the room. Maps decorated the walls of the room, pin pushers stuck on important locations with strings indicating travel routes.

"Before we begin, there is an urgent matter to discuss," Bloodgood frowned, turning to glare at Gil, who slumped down in his seat and tried to look invisible as everyone trained their eyes on him.

"Mind tellin' why you ratted us out to Zs'Skayr, Gil?" Ben asked with an annoyed tone.

Gil gulped and peeked out between his webbed fingers at the many faces pointed his way. Most of them were severely annoyed or angered, furious that one of their own had sold them out to their arch nemesis for whatever petty reason he decided on. But what made Gil even more guilty was that Lagoona was looking at him with a hurt face, her head shaking slowly back and forth as the shame of his unforgivable act ate away at him like a pack of starving wolves.

"Why does it matter anyway?" he sighed. "You'll just win anyways. Like you _always _do."

"What the dickens are you talking about, you traitorous scum?" Skurd wondered.

"Yeah, yous betta tell us what we want, see! Otherwise, you'll sleepin' wit da fishes, see?" Genie yelled angrily, assuming the form of a Boston mobber. "But in yer case, you'll be sleepin' wit da sushi chef!" he added, jabbing his oversized gun into Gil's chest; Gigi groaned and smacked her head down on the table, her face turning a dark red at the sight of her Dad's antics.

"I'm talking about Ben and Lagoona!" Gil surrendered, an irked tone to his voice. "When she was in heat, who did she go after? Ben! Who did she tear through the base to fuck!? Ben! Whose dick did she suck!? BEN!" Gil screamed, his helmet filling with bubbles as he angrily lunged across the table to try and strangle Ben; it took the combined strength of Heath, Hoodude, and Abbey to keep him from further injuring Ben.

"Ben, is this true?" Bloodgood sighed wearily, rubbing her temples once Gil had been restrained with a roll of duct tape Genie had been kind enough to pull out of his trench coat, still no giving up on the mobster disguise as they continued the interrogation.

"Unfortunately," Ben murmured, pinching his brow as he leaned back in his chair, wincing slightly as his scars touched the back of the piece of furniture. "It was something of a one-night stand, more of a foreclosure for Lagoona." he admitted as the mentioned sea monster flushed a dark shade of purple.

"Like I should believe you." Gil snapped angrily, resisting the urge to struggle against his friends.

"Look," Ben growled, standing up out of his chair and slamming his hands down on the table to get Gil's attention. "Lagoona felt absolutely horrible for what happened and was constantly avoiding me for the following days. She wouldn't stay in the same room as me unless we did this sort of thing!"

"So, it was a fluke?" Venus cocked an eyebrow.

"Exactly," Ben said firmly. "Me and Lagoona are in no way, shape, or form in a relationship." Ben confirmed, his blood boiling a little more when he saw that Gil clearly didn't believe him. "Gil, I swear upon my Omnitrix that Lagoona is still wild about you. The only reason she ever showed any kind of weakness was because you were a freakin' guppy! If you truly care about Lagoona, you give a Sphinx about what your parents think! So long as you're happy, that's all that matters." he finished, sitting back down in his chair, slightly winded.

"When did you become so wise?" Draculaura asked, curious.

"Lets just say that my parents weren't too happy about finding out about my hero job," Ben smiled. "I swear, I was going to be grounded for a month before they finally came to their senses before something dawned on him. "And now I'll probably be grounded for a year for disappearing for so long and having multiple girlfriends." he added with sigh.

"Not if we have anything to saw about it." Nefera frowned, running her swords across each other and making a metallic slicing down that sent shivers down Ben's spine.

"Ahem!" Bloodgood coughed. "If we may get back on topic . . ."

"Right," Ben grinned sheepishly. "Uh, Gigi if you want to go first and give us a full report on what happened to Kuphulu?" he asked.

Gigi nodded her head and began to tell them about what had happened, her Dad changing himself into the form of a projector and screen to illustrate the events, all while another Genie clone interrupted every now and then with boxes of popcorn; Ben kindly took one and sat back in his chair as Gigi continued, trying to ignore the fact that Skurd was stealing bits of his popcorn when he thought he wasn't looking.

* * *

"Dance, cowboy, dance!" Genie cackled madly, pulling the triggers on his pair of pistols and aiming them at Kuphulu as he laughed with a crazed zest. The Thep Khufan was not amused, and merely shifted his bandages to avoid the upcoming projectiles, twisting and curving the strips of organic, paper-like material in a way that made it look like kind of weird dance.

While their father was distracting Kuphulu, the Grant sisters decided to deal with the mutated hybrids that attacked upon their master's command. "The ugly one's mine!" Whisp yelled to her sister, snapping her fingers and suddenly becoming engulfed in a flash of black smoke. When the vaporous cloud cleared, Whisp was no longer there, much to Gigi's great surprise; they were supposed to do barely any magic without the other, and Whisp had somehow disappeared. Gigi shook her head and summoned a golf club into her hands as one of the big brained mutants rushed at her, its twisted jaws snapping back and forth angrily as it tried to crush her with one of its massive fists. The genie quickly rolled out of the way as the fist came down on the spot she had been and she raised her blunt weapon above her head, prepared to club the mutant's head clean off; the killing blow never came when she swung downward, and she looked to see another of the Tetramand's arms easily holding the golf club in place.

Gigi grinned sheepishly before the mutant hauled her up by the golf club and twirled her around its head, throwing her into the nearby wall without a care. Gigi groaned and tentatively touched the sore bruise on her skull, wincing at the touch as the mutant turned to attack her again, its massive mind sure that she would not survive a crushing blow from both of its fists as its teeth sank into her skull. Before the turned Tetramand could even attack its dazed victim, it was suddenly crushed to a bloody pulp of wet flesh and broken bones as a gray colored whale suddenly fell out of nowhere.

"What the- Whisp? Is that you?" Gigi asked in disbelief; the massive marine mammal was engulfed in a cloud of black smoke, vanishing before Gigi's eyes to be replaced by her sister.

"Aw, what gave it away?" she asked with mock disappointment.

"But . . . h-how . . . you . . . I-" Gigi stammered, unable to comprehend how her sister had taken down something that had beaten her so easily.

"G, they can predict our every move," Whisp rolled her eyes. "Hitting them over the head with something blunt and heavy is pretty predictable. You have to get random like Dad." the younger Grant sister explained, pointing Gigi at their dad. She watched as Genie and Kuphulu circled off, their father now in the form of an incredible overweight and swollen sumo wrestler. With a yell, Genie charged at the Thep Khufan, his mounds of fat and blubber jiggling like jello as he bared down on Kuphulu like a freight train. There then came a sickening crunch as Genie landed belly first on top of his opponent, shattering his headdress to bits before climbing off.

"Anyone know how to get these stains out?" Genie joked to the pieces of Kuphulu's face mask embedded in his belly fat. The Thep Khufan groaned and climbed to his feet, oblivious to the damage dealt to him as he growled and stretched his fingers out to an impossible length, quickly wrapping up the distracted djinni in his grip. "Now you shall feel my wrath!" he claimed.

"Oh, I'm sorry, is this a bad time?" Genie suddenly hummed with disappointment, disappearing in a flash of blue smoke and reappearing at Kuphulu's side with a small book in hand. "My schedule is filled up at the moment. Perhaps we can reschedule next Tuesday at four?" he asked.

"What is this nonsense!?" Kuphulu grumbled as he tried to shove the book of out his face as Genie continued to ramble on.

"Ya know, Bandage Face, we really should have some tea together!" he suddenly cried out, snapping his fingers and summoning a small table, two chairs, and a tea set. The Genie disappeared in a flash of blue smoke to be replaced by something that resembled the Mad Hatter. If the Mad Hatter was a girl that is and actually seemed to be in her teen years.

"One lump or two?" Genie asked, taking off the small aht that sat on her head and shoving her arm up to the elbow into it; a small dormouse came scurrying up her arm, squeaking happily as Kuhulu, drummed his fingers on the table in annoyance. "If I answer, will it make you go away faster?" he grumbled.

"Faster than a jabberwock with its tail feathers on fire!" Genie giggled, his arm still dug deep in his hat..

"Two then!" Kuphulu said exasperated. Genie smiled wickedly and quickly pulled out a mallet from within the depths of his hat, whacking the Thep Khufan over the noggin twice before disappearing in a flash of blue smoke to then assume the form of a wrestling referee.

"One! Two!" he counted off for the dazed Thep Khufan. "Threefourfivesixseveneightnineten! Yer out! We have a new champion, folks!" Genie exclaimed, grabbing the hand of a Genie clone dressed as a luchador and raising it towards the heavens as clapping and cheering came from nowhere.

"How's that for random?" Whisp smiled as Gigi starred.

Gigi blinked. "Remind me not to get locked inside of a lamp for ten thousand years ever again." she muttered before ducking to the ground with a yelp as a mutated hybrid sailed just a few inches above her head, apparently trying to tackle her and failing at the last second. Gigi took the opportunity to snap her fingers, summoning a large rocket launcher into existence. She shifted the weapon onto her shoulder and pulled the trigger, fully expecting missiles or rockets to come shooting out to blast the mutant to bits. Instead, three pink blobs came firing out of the barrel, slamming into the mutant's body with squishy sounds. Gigi was about to let loose a string of curses when she realized that the pink blobs were actually causing the Tetramand mutant severe pain' she also realized that the blobs had thin tentacles attached to them. That, and that the blobs were actually jellyfish.

"A jellyfish launcher, huh? Interesting." Whisp smiled as Gigi gave her a confused look, ignoring the mutant's howls of agony as the jellyfish's tentacles repeatedly stung its gigantic brain.

"And it goes great with peanut butterfish, too!" Genie cracked as he effortlessly jumped over Kuphulu's bandages, wearing a tutu. "DUCK!"

Whisp instinctively vanished in a flash of black smoke, changing into, appropriately enough, a gray feathered duck and flew out of harm's way as the final mutant came crashing down from the ceiling on the spot she had been moments ago, cracks radiating out from the spot where it landed as it lunged at Gigi. She quickly ducked under one swipe of its massive claws and jumped over the other massive arm, landing on the mutant's broad shoulders. The djinni then snapped her fingers and was engulfed in a puff of magenta stained smoke, assuming the form of a big league baseball player, complete with black and pink Monster High team uniform and baseball cap.

"Batta-batta-swing-batta!" she cried happily, dancing around the mutant's back and shoulders to avoid its attempts to swat her off before she took her baseball bat, raised it above her head, and swung it. The blunt instrument collided with the mutant's large head and severed it rather messily from its thick neck, the head bouncing off a wall and rolling onto the floor in a bloody mess; the body collapsed to the ground seconds later, an odd smile on Gigi's lips. "Home run!" she taunted.

"ARGH! I do not care if I am destroyed or not, I will take you down with me!" Kuphulu snarled, reaching into the folds of his robes.

"WAIT!" Genie suddenly cried, all movement ceasing as he quickly reached into his vest and pulled out a stack of stapled papers marked 'SCRIPT' on the front. "Lets see now, Kuphulu says, 'I do not care if I am destroyed or not, I will take you down with me!', and Genie then goes up to the third floor to save Ben," he read over the script. "Kinda seems predictable, but I'm game he shrugged.

It was then that he realized something. "Oh, Sphinx! I'm late!" he cried frantically, before changing into a copy of the White Rabbit. "I'm late! I'm late! For a very important date!" he cried, scurrying up the stairs as fast as his little, furry feet could carry him. The room was quiet for a few seconds, with just the Grant sisters and Kuphulu standing amongst the remains of three bloody bodies, before Kuphulu pulled something out from the fold of his robes and bandages. It looked to be a skull of some kind, definitely Normie in appearance, with the exception of what looked like a double set of eyes and an extra slit in the nasal passages. That, and the very sharp teeth that curved over the bottom jaw. It was more than just a mutant's skull though; Gigi could see wires behind the sockets and intricate circuitry poking out from between the teeth and ear holes.

"Is that a-" Whisp started.

"Bomb? Why yes, yes it is," Kuphulu moaned, his bandages curved upwards in what the Grant sisters could only assume was a malicious smile. "It blow everything in this room to the smallest of particles. Particles so small that even an Ectonurite or genie could reform from them." The sadistic smile became broader upon seeing the paling of the Grant sister's faces. "Yes, don't think we haven't forgotten the interesting information we collected when you were in our custody, Ms. Grant." she hissed at Gigi.

"G, what's he talking about?" Whisp asked, dread creeping through her veins.

"Trust me when I say you don't want to know." Gigi shuddered, horrific images coming back to her.

"G . . ." Whisp said in a stern tone.

Gigi sighed and surrendered. "In a addition to them taking my sight, they . . . took me apart . . . atom by atom. Some fancy machine or other. I couldn't exactly tell." she recalled with great disdain and horror. She then focused her mind back on reality and turned to see Whisp literally vibrating with anger, her dark figure visibly shaking at a high rate as she glared at Kuphulu with murder in her eyes. Gigi watched as her midnight blue and pink attire suddenly morphed into an inky blackness stained with blood red designs as her shadowy eyes turned a dark red, her finger nails elongating into needle-like claws and her teeth sharpening into fangs.

With an animal-like hiss, a sooty, black cloud of ash and smoke enveloped her, the sickening sound of bones and tissue popping and slapping against each other; Gigi considered this odd and rather frightening, considering that when genies transformed it was completely smooth and painless. If the process was making this much noise, especially at a level of such concern, Gigi could only think it was trouble. And from the slightly concerned look on Kuphulu's face, he was worried too.

The smoke finally cleared, and Whisp was nowhere insight. In her place was something so bizarre, so savage, and so terrifying, Gigi could only assume it wasn't of this world. And from the now terrified look on Kuphulu's face, she could confirm it. Whisp was now an animal the size of a rhino, standing on four, powerful and clawed legs. She resembled mostly a large cat, with large teeth curved a little over the bottom lip. Her fur was a deep midnight in color, a pair of massive wings jammed onto her shoulders and making her size all the more impressive. Flaps that resembled a cobra's sat on either side of the creature's head where the ears might be, vibrating with a pinkish glow as her tail flickered out behind her, a trio of three tentacles stuck on the end that snapped open and closed with every passing second.

"Uh, Whisp? What are you?" Gigi asked worriedly.

"I looked through his mind, G," Whisp's voice was deep and echoing, as if it should have belonged to a much more powerful individual. "According to his memories, this is the most terrifying thing he has ever faced, his greatest fear."

"That still doesn't explain what you are." Gigi sighed.

A low growl escaped from Whisp's lips as she forward, her claws clicking loudly against the stone floor as she crept towards Kuphulu. "His memories claim that this is his natural predator, a Sandryte, capable of easily killing his kind. Which is exactly what I intend to do." she snarled.

"No! Have mercy!" Kuphulu begged, forgetting all about the bomb that fell to the floor from his shaking hands. Whisp's answer was to unleash a loud a roar in Kuphulu's face, making him scream and very probably wet his robes as the Sandryte raised a paw and smacked him upside the head, sending him flying across the room and into the far wall. Whisp opened her fanged jaws, and a jet of red hot flame came shooting out, blasting Kuphulu in the face, the flames licking and eating away at his bandages. He groaned and blinked, trying to put out the flames that dotted his person when another loud roar came to his attention. He blinked and looked through the cloud smoke that started to curl off of his body. The Thep Khufan looked up a moment too late to see the Sandryte come charging at him, bending her back legs and pouncing onto him as he screamed.

* * *

"And I kinda forget what happened after that," Gigi said with a sheepish smile. "I . . . kinda closed my eyes."

Everyone in the war room turned to stare at Whisp, expressions of approval, fear, disgust, and slight indifference plastered on their faces. "He was a bit stale," Whisp admitted before letting out a loud belch. "Excuse me."

"If I wasn't so terrified right now, I would be clapping." Heath laughed nervously.

"Well, at least we don't have to worry about arresting him." Ben sighed, pinching his brow with his fingers. "Spectra, care to erase the horrifying image of Whisp eating Bandage Face alive?" he asked.

"Aw, but we were just getting to the good part!" Genie whined, spilling his popcorn everywhere and flipping off his 3D glasses; the war room ignored him.

* * *

"EEEYAH!" Spectra roared as she pushed herself off the floor with her feet and raised her Katana blades over her head, slicing them across one another in a scissor move and slicing the Polymorph hybrid before her into four pieces, stabbing both blades into what she could only assume were the pieces of the head. Invisible beads of sweat dripped down her face as she turned to see Abbey attempt to slug one of the hybrids in the gut, only to have the gelatinous goo expand away from her fist and then close around it; the hybrid seemed to smile with its eyes at the thought of catch its prey before it caught sight of the malicious smile on Abbey's face. The mutated Polymorph glanced down at Abbey's fist again to see ice crystals radiating outwards from her hand, creeping and over his body and freezing its own gooey body. The Polymorph tried to pull away, but by then it was too late; it was nothing more than a lifeless ice sculpture that Abbey smashed to pieces seconds later.

A disgusting noise that sounded like hot tar bubbling in the searing sun caught Spectra's attention, and she looked down to see the red colored blobs at her feet shift and slither away from her, morphing together in a messy squelching sound back into its original form; only it looked much more annoyed than before. Spectra gulped nervously as the mouth parts clicked angrily before parting and shooting a jet of pressurized water at Spectra, effectively dousing her and shoving her back a couple dozen of feet. The phantom girl would never admit it, but that shot actually _hurt_.

As Spectra climbed off the floor, gathered her swords, and charged at the hybrid again, Heath was busy himself; busy wasn't exactly the best word for it though. It was little more than the carnage that he caused on a daily basis, mostly because the interbred Polymorphs were so careless. One such sapient goo bag took to the air and started to dive bomb him, raking its jointed legs over him and starting to seriously annoy him. His bright red and orange hair suddenly ignited into red hot flames, and he focused his anger into making the fire bigger and hotter until he looked nearly identical to a Pyronite. With his body covered in hot coals that licked away at his fire-proof Letterman jacket, Heath reached up and grabbed onto one of the Polymorph's jointed legs as it flew past, one of the only parts of the mutant that was solid, and yanked it down. The leg nearly popped lose from the gelatinous body before Heath managed to pull the entire creature down to the floor where he opened his mouth and breathed a jet of hot flames into the creature's face like he had seen Jinafire do so many times; the Polymorph gave a static screech as it's body began to heat up and actually start to evaporate, vanishing into a thick vapor until all that was left was its anti-gravity device and its limp legs.

Draculaura had started out rather horribly, mostly putting her Fearleading skills to avoid getting hit by the hybrids and Dr. Viktor, who had joined the fight after Abbey had slugged him in thew jaw and shouted some rather insulting things about his mother. Breathing heavily, the vampire dropped to the floor to dodge a rather sloppy punch before popping back up and swinging her nunchaku into the creature's head, only to have her weapon yanked out of her hands. She watched with horror as a loud hissing sound filled the air, and her nunchaku began to dissolve inside of the Polymorph's head. The hybrid gave a screech bellow as it struck her in her rib cage, knocking her to the floor.

"Don't worry! I'll save you!" Hoodude cried, throwing himself at the Polymorph and attempting to tackle it to the ground; instead he passed through the creature's gut as if it were nothing and came out the other side, slamming face first into a wall. "Did that hurt? I don't know if it did." Hoodude mumbled, pulling his head out of the stone wall and shaking pebbles out of his yarn-like hair. It was then that both the voodoo doll and vampire noticed that the Polymorph stumbling about, slimy hands clutching its head in pain; an idea crossed Draculaura's mind.

Without thinking, she climbed to her feet and thrust her hand into the Polymorph's face, shuddering and wincing at the same time as her hand slipped through the slimy goo with ease, the digestive juices starting to eat away at her hand as she grabbed hold of her nunchaku and pulled it out, hissing like an angry snake when she saw her throbbing red hand. Draculaura pushed the feeling away and instead focused on remembering all the moves Ben had taught her. Or had it been Whampire. She suddenly felt a head ache coming on, but shook her head to clear it.

"Hoodude, hold still!" she ordered. "And, sorry in advance." she added as her nunchaku became a wild pinwheel of pain. She whacked the weapon into Hoodude's head before slamming it into his gut and striking him in the chest with her small fists; the Polymorph reacted to every blow as if Draculaura were attacking it instead of Hoodude. Exactly what Draculaura was hoping. She ducked down to the ground and kicked her legs out, swiping Hoodude's own legs out from underneath him and sending him to the floor where she then proceeded to smack him on the head with her nunchaku; the Polymorph was forced to copy Hoodude's every move, screeching horribly as it started to die. Draculaura gave a small smile as she caught sight of the green goo bag's misery, deciding to end its torment and finally kill it. With a sudden jump, she moved away from Hoodude and slammed her nunchaku into the mutant's anti-gravity device, smashing it to pieces; the creature died moments later, though Draculaura doubted that it was because its little toy was gone.

"You okay, Hoodude?" she asked, breathing heavily.

"Yeah, I'm fine," he chuckled, pulling himself off the floor. "Can't feel pain, remember? Those were some nice moves by the way." he added. Draculaura smiled and rewarded him with a small kiss on the cheek before dragging him over to another unfortunate hybrid that was about to receive a very painful death.

Abbey was having the time of her life. She had never had so much fun in her entire life. She normally only got to show off her incredible strength and love of fighting whenever Manny was on the rampage, but now she could let loose without any fear of getting a detention slip. With a loud yell, she drove her fist into Dr. Viktor's face, knocking him back a few feet, dazed. Abbey took the moment of weakness to let an icy vapor pour past her lips and towards a pair of unsuspecting interbred Polymorph's, freezing them on the spot. She then quickly ducked to the ground as Dr. Viktor charged her, stumbling over her body and into the pair of ice sculptures, shattering them into crystals.

"Enjoying yourself, hot stuff?" she heard Heath's voice. Abbey glanced up to see Heath entirely coated in flames standing over her with a smug smile.

"Only if Hothead is." she allowed a small smile. "Care to help Abbey take down Freaky Corpse Man?"

"Is this a date then?" Heath smirked.

Abbey rolled her eyes. "Hothead wishes." she laughed before she and Heath pounced onto the unsuspecting Transylian. With a combination of fire and ice, the dynamic duo tackled Dr. Viktor, Heath defending Abbey when her guard was down with his hot breath, and Abbey protecting Heath shields of ice when he was unsuspecting.

Spectra was at her near wits end the twisted Polymorph before her. She was positive it was taunting her, teasing her as she put nearly all her strength into every blow and swipe of her blades she tried to kill the mutant before her. It was near impossible though; any attempt to slice it in half was useless, as the blade would either go right through the gelatinous body, or the Polymorph would simply reform its body with little problem. She looked around to see Draculaura and Hoodude taking out most of the others with little difficulty as Heath and Abbey tackled Dr. Viktor with little difficulty. It frustrated the specter that she was of little use at all right now, and she wondered why Ben had even fallen in love with her as she ducked a sloppy punch; she was little more than vapor, only able to actually touch someone or something if she really concentrated. It was a pitiful existence, but Ben made it all the better in every way imaginable. Especially when she found she actually had little difficulty holding onto him and not having her frail hands go right through his body.

She suddenly felt a rush of adrenaline course her as she tightened her grip on one of her blades and suddenly threw it at the cocky hybrid, the weapon stabbing right through its anti-gravity device and impaling it against the far wall. The twisted Polymorph drooped slightly before Spectra suddenly tackled it to the ground, concentrating hard enough so that her punches were solid as she struck the goo bag repeatedly, over and over again in a determined attempt to kill it. If she had to describe it, she would have to say it would like punching a cake filled with jelly. And she wasn't sure whether she should be scared of herself or not when she started laughing like woman when pieces of goo started to coat her face after every punch to the Polymorph's person. Eventually, its flexible nervous system failed it, and the hybrid shut down, dissolving into a red puddle that looked a little too much like blood.

"Well, what do we have here?" Spectra glanced up, her chest heaving in and out, to see one of the Polymorph's arms up around the ceiling, pulling none other than Genie down to the floor. The djinni didn't seem to mind however, and as soon as he was slammed into the floor he assumed the shape of a WWI soldier wielding a machine gun from behind a wall of sand bags. "Eat hot lead, ya freaks o' nature!" he shouted as he pulled the trigger; bullets came whizzing out the machine gun, blasting into the hybrids body as he moved the gun around the room, bullets entering every Polymorph's body; the bullets exploded like small bombs seconds later, spattering multi-colored ooze everywhere. "This is for Jim! And this is for Joe! And this is for that guy whose name I never got to know in time!" Genie cried with tears streaming from his eyes as he took out what hybrids he could.

"What are you doing?" Spectra cocked an eyebrow.

"Hold that thought!" Genie announced, holding up a finger for silence as he whipped out what looked like a script of something. "Lets see, Spectra asks 'what are you doing?', Genie poofs out to the front lines to help the Rebellion troops," he read. "Wow, I've had so much fun traveling!" he laughed before vanishing in a puff of smoke; Spectra just starred at the spot where had been, at a complete loss for words. She was breathing heavily now and glanced up just in time to see Draculaura finish off the last Polymorph hybrid and turned to see Abbey and Heath deliver a double knuckle sandwich to Dr. Viktor, sending the mighty Transylian to the ground where Abbey promptly froze him into an ice sculpture.

* * *

"So, Viktor's still frozen back at Zs'Castle Zs'Skayr?" Ben cocked an eyebrow.

"In manner of speaking," Abbey admitted. "Some of him there, some of him there, little bit of him everywhere."

"So he's in pieces?" Bloodgood sighed.

"Hothead tripped, Freaky Corpse Man in pieces." Abbey shrugged.

"It was all worth it though," heath grinned. "Especially when she kissed me!"

"Abbey do no such thing!" Abbey argued, her face flushing a shade of pink.

"Did too!"

"Abbey did not!"

Do too!

Did not!"

DID TOO!"

DID! NOT!" Abbey roared, slamming her fist into the war room table and smashing it in two. The room fell silent as Abbey smiled sheepishly, all eyes on her.

"Uh . . . ." Ben broke the silence.

"Honestly, you two are worse than those two Galvan tech support fellows back home." Skurd grumbled, folding his arms over his chest and huffing.

"Okay, so we can avoid any more outbursts and damage to the base," he said, casting a slight look at Abbey, who turned an even darker shade of red. "Abbey, did you kiss Heath?"

"I do no such thing." Abbey said firmly.

"Alright, that settles it. Abbey and Heath were not in any make out session whatsoever," he announced. "And I would suggest Heath keep his mouth shut until this meet is over and to start running as soon as it is over. I'm sure Abbey would simply love to beat him senseless." he added casually.

"Done!" Genie laughed, appearing by Heath's side and drawing a zipper over his lips, silencing him; Heath's screams of panic were muffled upon seeing Abbey's vengeful look.

"Lets get this done and over with," Ben sighed, wincing as he exhaled; his injuries still hurt like hell. "Venus, if you don't mind?"

* * *

Venus cracked her whip again, lashing Crüjo across the face as he threw the giant squid off of him and into a pile of bones where the tentacles dropped limply to the floor, unmoving. She cracked her whip a second time, ducking to the ground to a swipe of Crüjo's jaws before popping up behind him and jumping onto his back, lashing the thick vine through his jaws and yanking back like it was the reins of a horse. The Loboan snarled and struggled against the thorny vine in his mouth as he tried buck Venus off of him, getting more and more angry when she held fast, digging her knees into his sides to hang on as she whooped with joy at the bouncy ride.

Lagoona took advantage of the distracted Loboan and aimed her trident before throwing it as hard as she could, impaling him in his other hand. Crüjo in agony as he threw Venus off of him with a sudden jerk, sending her flying into a pile of bones as grabbed the end of the trident and tore it out of his arm, ignoring the feel of warm blood on his fur. He focused his sights on Lagoona and lunged at her, tackling her to the ground and swiping his claws across her arms several times before going for a killing bite to the head; Lagoona managed to hold back the snapping jaws just in time, a mere six inches away from teeth.

"Whew! When was the last time you brushed yer teeth, mate?" she gagged before a long tentacle wrapped itself around Crüjo's waist and yanked him off of Lagoona, throwing him against the ceiling before slamming him into the floor. Lagoona glanced up to see a _Velociraptor _with indigo feathers come darting out of the maze of bones and pounce onto the Loboan's shoulder, digging its teeth into the flesh as its razor sharp claws raked the dark fur for a foothold, leaving deep, bloody marks as both predators thrashed about, neither one willing to give into the other. Crüjo then reached up and grabbed hold of the dinosaur's tail, yanking it off of him with a pained grunt and smashed its head into the floor before throwing it into a pile of bones; there was no sign of any kind of movement.

A loud battle cry met the Loboan's sensitive ears, and he turned just in time to punch to the muzzle that knocked several fangs loose and sent him flying into a pile of bones.

"Bad dog." Venus snarled. She was suddenly yanked to the side as Crüjo came barreling at her, instead crashing into a stack of bones that crunched easily under his talons.

"Thanks for the save." Venus breathed.

"No prob." Gil said nervously, trying to forget the ominous message Water Hazard had left with him before leaving; would anyone even miss him if he purposely died right here and now? He quickly decided against the idea and ducked to the ground as a femur flew over his head, dragging Venus down with him.

"Time to give this dog a bath," he frowned.

"Thank goodness I don't have a werewolf nose anymore." Venus joked.

"Please," Gil begged her as he fired off a jet of pressurized water at Crüjo's face, blasting him back. "I don't want any reminders of the Freaky Fusion. Do you have _any _idea how freaked out my parents were when I told them what happened?"

"I'm gonna guess pretty messed up."

"You have no idea." Gil whimpered at the memories, stabbing his free hand into the jet of water and pulling out a thin stream that defied gravity and the laws of physics to become a long, and rather deadly water whip. Gil lashed out with his weapon, cracking it over Crüjo's face and dazing him as he clutched his sore nose and whimpered. Lagoona suddenly attacked from behind, yelling as she pressed the staff of her trident against Crüjo's throat and pulled back, suffocating him and making him stumble around blindly. Venus and Gil attacked with their respective whips, lashing them around the Loboan's throat and restraining his movement with all their might; it took literally everything they had as they dug their heels into the floor to hold Crüjo in one spot against his might, and even then they were struggling.

"Can't . . . hold on . . . much . . . longer!" Gil grunted, trying to keep the Loboan from tearing his arm out of his socket; on the bright side, if he were to die now, then he wouldn't have to face the wrath of his friends.

"Neither . . . can . . . I!" Venus struggled, her feet sliding inch by inch in Crüjo's direction as Lagoona continued to choke him, punching him repeatedly in the side of his face in the hopes of getting him to collapse and surrender.

And then it was all over.

Crüjo relaxed his arms, allowing just enough leverage to give one mighty pull and hauled both Venus and Gil off the ground, throwing them around his head before throwing them into a mound of bones, yanking their whips out of their hands before moving onto Lagoona and sinking his claws into her skin and tearing her lose, slamming her down to the floor and retching her trident from her grasp, brekaing it in half with one quick movement of his jaws.

"Nice doggy?" Lagoona laughed nervously; Crüjo was not amused and thrust his hand down, grabbing Lagoona by the throat and squeezing his grip tighter and tighter, taking primal pleasure in seeing his prey so helpless and feeble in his grasp. He could kill her whenever he wanted or keep her alive and torture her in numerous ways and then kill her, and she would not be able to do a thing about it. Her life was literally in his hand, and he had never felt so good as a low snarl escaped his lips and Lagoona's face turned a light shade of violet.

"HHHHHHHHRRRRRRRRRRRREEEEEEEEEEEEEEEEEEEUUUUUUUUUUUUUUUUGGGGGGGGGGGGHHHHHHHHHH!"

Crüjo howled at the loud sound and turned a second too late to see one very big, one very huge, one very powerful, and one massively pissed off elephant charging right at him, crushing bones underneath its feet into dust before ramming its face into his bulk. But the elephant didn't stop there, it just kept on going and going until it met hard wall. And even then it didn't stop. It just kept pushing and pushing until it had broken through the wall and out into the open air, still charging forward until both it, Lagoona, and Crüjo were all out in the open air, the very cold and hard ground almost a hundred feet beneath them.

And then they fell.

"LAGOONA!" Gil roared, shoving bones out of his way and rushing to the elephant-sized hole in the wall, landing on his hands and knees and peering out over the side. He could see nothing but white below him, nothing but pure white snow; he feared the worst.

"Don't just stand there like a wanker, mate! Pull me up!"

Gil blinked his eyes and looked down to see Lagoona dangling by her fingers on a single brick that wedged out just enough for one to cling onto dear life for. Gil could see the strained look on her face and saw Jane holding on tight to Lagoona's boot, her eyes jammed tight as she quietly whispered incoherent things to herself, as if to reassure her that she was not going to die. Gil breathed a sigh of relief and reached down to haul his girl and Jane up, relieved that it was not the last he would see her.

* * *

"That's it?" Ben asked.

"To be fair, we were already kicking his ass, mate." Lagoona told him.

"So, Furball's probably kicked the bucket, right?" Robecca asked.

"It would seem so, dear girl," Skurd hummed. "It seems we shall not have to worry about our All Hallows Eve themed villains anymore."

"Or their Grim Reaper reject of a leader." Ben added.

"True, Benjamin," another voice suddenly said. "But it does not mean you are out of the woods yet."

Only Bloodgood reacted to the sudden voice, jumping out of her chair, pulling out her gun and leveling it at the stranger's face. He seemed to be in his late thirties, possibly fifties even, tough Ben knew it would be impossible to tell. He wore a white lab coat with gold trimming and black pants with brown boots. A pair of green tinted goggles was around his neck and he leaned on a cane. His right hand was missing, replaced by a large, metal gauntlet with a clock on its top.

"Ben, who is this?" Bloodgood asked without turning her gaze or weapon away from the man that everyone else seemed to know so well.

"Paradox," Ben sighed relief. "Just like clockwork."

Paradox gave a warm smile. "Time puns aside, Benjamin, your time here is not yet over."

"Aaaaaaaagh!" Ben whined, throwing his hands up into the air in exasperation. "Let me guess, this is about Maltruant?"

"Unfortunately," the professor hummed. "Our Chronosapien friend has gathered all the materials he needs to accomplish his goal."

"And what would that be?" Bloodgood asked suspiciously, lowering her weapon.

"To recreate the universe in his image," Paradox replied grimly. "You see, Maltruant sees the current universe as . . . imperfect. He believes that everything that surrounds him is flawed in every way imaginable, and thus seeks to mold the universe as he sees fit by going back to the Beginning of Time and changing history."

"He can do that?" Bloodgood asked, flabbergasted.

"Maltruant is a Chronosapien, Ms. Bloodgood," Paradox replied with a small smile. "The species can manipulate time however they see fit; speed up, slow down, travel forward, backwards, it does not matter. If it is possible to do within the River of Time, then they can do it. And they are normally a peaceful species though."

"Unlike Maltruant." Ben grumbled.

"And just how do you know my name!?" Bloodgood spat, her eye twitching; whether it was with fear, annoyance, or possibly both, was up to debate.

"I, Grace Bloodgood, am a Time Walker," Professor Paradox replied with a smile. "Similar to a Chronosapien, I can travel through time without any ill-health effects. I also seem to suffer from never aging, much like Ms. Draculaura here." he added, pointing towards the pink vampire. "A pleasure to see you again, by the way. This new outfit you set up for me is simply marvelous."

"Huh?" Draculaura wondered.

"Time Walker, remember?" Paradox smiled.

"So you're saying you could have gone back in time and prevent this . . . this . . . whole mess from happening!?" Bloodgood screeched like a harpy.

"Grace, please settle down. There are certain limits to what I can and can not do." he replied, barely even acknowledging Bloodgood's raged look.

"So what are you here for anyways?"

"Dost mine ears deceive me?" Genie asked, putting a hand to his ear. "Is that you, Paradox?"

"It is indeed, Genie," Paradox smiled as Genie appeared before him in a flash of smoke and grabbed in a hug. "It has been quite a while, has it not?"

"Wait, you two know each other?" Gigi asked.

"Dear girl, when you have all of eternity to live and explore all of reality, you meet many, many, many people," Paradox replied. "It does make it a pain for Christmas shopping though."

Genie laughed, falling to the floor and thumping his fist on the floor as tears leaked from his eyes. "Oh, that one was a riot!"

Yes, but we must unfortunately return to the matter at hand," Paradox said sadly. "Ben, the reason I came to you here and now is because Maltruant is about to set off to the Beginning of Time in only one hour."

"That doesn't leave us much time." Ben frowned.

"Indeed," Paradox nodded grimly. "You and those that arrived from the past must go after Maltruant and make sure his plan to rewrite all of existence does not succeed."

"And just how are we supposed to do that without some fancy gizmo?" Skurd asked with annoyance.

"I have provided you with something that will make traveling along the Time Stream a little easier," Paradox replied. "It is outside and not in very good condition, I will admit. But I'm sure Ben of all people might be able to fix it, hmmm?" he said, casting Ben a look. Ben nodded and moved to leave the war room, Spectra, Venus, Jinafire, Nefera, Robecca, Frankie, Draculaura, Abbey, Jane, Heath, Hoodude, and Gil following behind him; Gil however, stopped at Paradox.

"Um, Professor? Is it possible to uh, go back and . . ."

"Make sure you don't betray the Rebellion to Zs'Skayr and kill Neighthan in the process?" paradox guessed.

"Yes, I- wait, what? Neighthan's dead!?"

"I'm afraid so," Paradox told him. "But it is not important for the moment. Besides, Mr. Rot shall be alive and well back in the past!"

Gil gulped and ran away to catch up with the group; for his sake, he hoped Paradox was right.

* * *

"There's no way we're all gonna fit in that!" Heath exclaimed.

"Noted, Heath, noted." Jinafire sighed.

The group now stood outside in the freezing cold, snow peppering their skin as a storm swirled overhead. Before them was a pair of futuristic looking vehicles that sat on two wheels, one positioned right in front of the other. Each vehicle was slim and smooth to the touch, with a windshield that rolled forward to allow the driver to climb; one of the vehicles was green and white, while the other was orange and white.

"Ah, yeah! The Time Cycles are back!" Ben said happily.

"What do you mean 'back'?" Frankie asked.

"They were destroyed the last time we fought Maltruant at the beginning of time," Ben admitted, walking over to the vehicles.

"First time? You mean you've done this thing more than once?" Spectra wondered.

Ben shrugged. "When you wear the most powerful weapon in the entire universe on your wrist, a lot of crazy stuff happens to you," he admitted. "Heath's right though. We aren't all going to fit in there." he mused.

"Must you always state the obvious?" Skurd sighed.

Ben ignored him and instead turned to the Omnitrix, cycling through his roster before selecting Upgrade. With a grim smile, he slapped the activation button and felt the changes begin as the green light enveloped him, forcing his body to change and transform. His bones ground and crunched as he was shrunk down to a height of only two and a half feet tall as his skin turned a smooth, blood red in color. A thin, spaded tail snaked out from the base of his spine as his fingers grew longer and his nails grew sharper. His eyes widened apart slightly as his nose suddenly jutted out at a comical, almost ridiculous, length. His ears became larger and slightly bat-like before becoming spiked as his toes melted together into three digits, his heel grinding against his foot before becoming a small spike. He became slightly obese as spikes formed on his chin and the corners of his eyes as a green and black aviators outfit materialized on his body, complete with a white ascot and a pair of goggles strapped to his head. The Omnitrix and Skurd appeared on his belt, completing the transformation.

"Jury Rigg!? How does this help anybody!?" the little gremlin griped.

"I thought you, out of all the mutliverse's inhabitants would know what to do." Skurd rolled his beady little eyes from Jury Rigg's belt.

"Oh. Right." he realized. "AHAHAHAHAHAHAHAHAHA!" he cackled before pouncing onto the pair of Time Cycles and tearing his little claws into the metal. The guys and ghouls watched, slightly disturbed as Jury Rigg ripped through the metal hide of the vehicles with ease, ripping out wires and tubes and pulling off metal paneling and breaking glass, all the while cackling like a mad man. Then he started to put it all back together. He was nothing but a crimson colored blur hovering over the Time Cycle parts as he took wires and reconnected them into new fashions, punched screws and bolts back into metal paneling in unfamiliar patterns, inserting transformers and couplings into their designated spots until both vehicles were now one. Standing before the guys and ghouls was a contemporary vehicle that bared a slight resemblance to the Proto-TRUK; Jury Rigg refused to let the others know about this, and bopped Skurd on the head when he felt the Slimebiote was about to say something. The wondrous new vehicle hovered a couple feet above the ground, devoid of any kind of wheels. It was built more to haul and carry things than for speed, but Jury Rigg had little doubt it could go much faster than it looked (mostly because didn't know the meaning of the word).

"All aboard!" Jury Rigg announced, hopping up onto the hood of the vehicle and gesturing for everyone to climb into the back.

"I call shot-gun!" Spectra cried. "I wanna get this all on film! It'll be huge!" she was practically bursting at the seams as she dug around in her pocket to snap a picture of the new vechile and Jury Rigg posing on the hood. "What's this thing called anyway?"

"The Scrap Heap!" Jury Rigg cried proudly as the Omnitrix beeped and timed out, reverting the little gremlin back into Ben. Now that they knew the crazed little imp was not going to be their pilot, the crew quickly climbed into the back of the newly dubbed Scrap Heap, sitting down in the two rows of seats and buckling up for the ride of their lives as Spectra phased through the front of the vehicle and climbed into the front seat; Ben hopped off the hood and climbed into the driver's seat, suddenly feeling like some kind of trucker or other.

"Time Trucker," he muttered to himself. "Has a nice ring to it." he chuckled.

"What was that?" Skurd wondered with suspicion.

"Nothing, Snot Rocket." Ben replied as he pushed the ignition and felt the thrusters of the Scrap Heap kick in, blasting the snow outwards underneath them and giving them a little more height. Ben was about to step on the gas when the doors to the base burst open and Clawdeen came out with a stack of papers in her hand and Professor Paradox on her heels.

"Ben! Get down you jerk!" the werewolf howled, waving the papers in her hand. Ben did as he was told as eased up on the gas a little, lower the Scrap Heap down so that he was only a little higher than Clawdeen.

"What, need to get in one last insult before I go save the universe again?" Ben guessed.

Clawdeen shook her head. "No, you just forgot these. I'm pretty sure Twyla and several ghouls would not be pleased with you if you left them single." she replied, thrusting the letters into his hand. Ben blinked and glanced over the top letter, recognizing Avea's rather hurried writing. He nodded and stuffed the letters into his pocket.

"You must hurry, Benjamin," Paradox told him, walking up to the window. "I can only tell you that Maltruant has started off on his journey. Since he lacks a Time Beast, he'll be doing the traveling himself. And considering it takes a rather large amount of energy to time travel, he'll be jumping from time period to time period until he gets to where he wants to go. You must try to stop him before he gets to the Beginning of Time." the professor instructed Ben. "The multiverse is in yours hand now, Ben. Do not fail it."

"I won't." Ben promised, turning to roll up the window and stomp down on the gas to give chase after Maltruant. As the window rolled up, Clawdeen forced her hand onto it, keeping it from rolling up all the way. "Is this the part where you insult me know?" Ben asked, a slight smile on his face.

Clawdeen shook her head again. "No. This is the part where I say I'm sorry," she replied. "Go get 'em Hot Shot. We're countin' on you." she smiled, the previous statement feeling like bile in her throat. But despite it feeling rather uncomfortable, it felt incredible soothing, like someone had just taken the weight of the world off her shoulders.

Ben blinked, but nodded anyways. "I'll see you around, Furball." he smiled.

"See you later, bastard." Clawdeen grinned.

"There's the insult I was looking for!" Ben grinned before rolling up the window and tapping the gas a little. The Scrap Heap rose high into the air until Paradox and Clawdeen looked like ants from below. There then came a loud whine as Ben stomped down on the gas pedal and released all brakes of any kind; the thrusters roared to life before shooting the Scrap Heap forward and through the air, pressure building up and up until the front of the vehicle caught fire. And then suddenly, in a loud row and suspicious hum, a swirling portal appeared just in front of the Scrap heap as it entered it, swallowing the time machine and staying in the air for what seemed eternity before finally closing with a bang.

"Well, if that is all, I shall take my leave." Professor Paradox said after a few moments of silence. "I shall see you another time, Ms. Wolf." he bid Clawdeen farewell before a smaller time portal opened up behind him. The Time Walker stepped through it with a back handed wave and vanished after a few seconds, the portal closing quickly behind him and leaving Clawdeen to stare at the spot where Ben and the others had been moments ago.

"Be careful." she whispered.

**And there we go!**

**What, you thought I was going to leave you hanging on the awesome battle scenes that were going on as Ben fought Zs'Skayr? I may be evil, but I'm not _that _evil. And yes, next chapter shall be the official end of the Time Travel Trouble (as I am now calling it). Don't miss it!**

**Now before you say anything, the Crimsphinx's appearance in the story (or Sandryte, however you want to call it) was not a contest winner submitted to me. I was basically stuck for a while on how to defeat Kuphulu in a rather horrific way and decided to bring him face to face with his natural predator. I do not own the Crimsphinx at all; like several Omnitrix aliens, this predator was made by a Deviantart artist by the name of _TheWalrusclown_. Check the picture out if you have a hard time visualizing what the Crimsphinx looks like.**

**If not enough people submit their OC predators into the contest, I shall be picking several predators off of Deviantart to fill the gaps. So keep sending them in! The end of the contest draws near!**

**And, that's pretty much all I can think to say about right now. So comment, review, suggest, and request down below!**

**Hasta Luego!**


	35. The Final Countdown

**Hey, everyone.**

**The following news will rock you to the very core and may turn your world upside. It may shock you, it may even horrify you to the point where all you want to do is scream for hours on end.**

**I'm giving up on this story.**

**It's no longer fun, and I find it incredibly boring. I've received several PMs saying several hurtful things that have made me decide to give up Fanfiction forever and delete this story so that no one else will have to face the horror of reading my work . . .**

**In the famous words of Lucy Mann, "PYSCH!" Hahahahahahahahahaha!**

**April Fools! What, you didn't really think I was giving up this thing, did you? Nah, I'm not that evil. Everything I've just said is an absolute lie, and I hope you all know that. And for those of you who didn't fall for it, I have one thing to say to you: DARN IT!**

**Let me just start off by saying that this has been one of, if not _the _most fun I've had typing a story ever. Not only is thanks to my brilliant writing, but its all thanks to you! Yes, you! The person reading this at this very moment! If it weren't for you, none of this would have been possible. So give yourself a pat on the back!**

**In other news, I have struck up a sort of deal with another writer by the name of _Blazorna Ibara. _For those of you who don't know who this is, you're missing out on something awesome. This writer is currently writing a Xover story with Ben 10 and Queen's Blade. While admittedly, I haven't even heard of Queen's Blade, it is still an amazing read. Surprisingly for something so complex, it's easy to pick up and fun to read.**

**Now for those of you wondering where the Sphinx I'm going with this, _Blazorna _has offered to do a short Xover with my story and his, possibly a few chapters in his story. If you want to read this (and I highly suggest you do), go to his profile and read his story. For the moment however, the Xover part is not out yet, but I still suggest you read his story until and even after the Xover part.**

**On a side note, I would like to dedicate this chapter to _Axle the Hedgehog. _More on why later on, but I'll leave you with this little message: whenever things look bleak or at their lowest, there will always be a small glimmer of hope that you can latch onto in the darkest of times. Whether you believe it or not, it will always be there.**

**Now then, comment, review, suggest, and request down below!  
**

**Onward!**

When traveling through time, Frankie expected things to be a bit more . . . noisy.

She imagined that her ears would be filled with a loud roar, a constant sound that rattled her to her core as they forced their ways up the River of Time in a way similar to a salmon swam against the current to get upstream. It seemed they were stuck in Limbo, where no time passed at all and yet getting to their destination seemed to take an eternity.

She yawned and sleepily blinked her eyes, unsure of how much time had passed since they left the apocalyptic wasteland of the future. Draculaura sat next to her right, quietly sleeping and resting her head on Frankie's shoulder while Jane nervously shifted her hands between hundreds of different animals to pass the time; as fascinating as it was to watch the shape-shifter's smooth skin shift to coarse fur and then into slimy scales before turning into colorful feathers, it was the sound that was driving Frankie crazy, a constant sucking and expelling noise that sounded much like heavy breathing as Jane shifted from a peacock's wing to an octopus's tentacle.

With a sigh, Frankie unbuckled her seat belt and got up from her seat, stretching her sore muscles as Draculaura fell over behind her, still oblivious to the world. Frankie stiffed another yawn and made her way through the the tangle of legs up to the cock pit where Ben and Spectra were currently bickering over where Maltruant would stop first.

"I'm telling you, Maltruant probably stopped somewhere in the 1800's!" Spectra argued.

"I'm not saying I don't believe you, Spectra, but that was an experimental power core he stole," Ben debated, his eyes shifting between the ghost to his right and the endless time stream before him. "If there's one thing I've learned over my years as a hero, is that you should never underestimate the villains, no matter how unlikely it might seem.

"What about Dr. Animo?" Spectra shot back.

Ben rolled his eyes. "He's a complete lunatic." he simply said before returning his gaze to the time stream ahead and ending the argument.

"What are you two talking about?" Frankie asked, popping her head between the seats.

"The Overgrown Windup Toy," Ben replied. "Got tired of waiting?" he asked.

Frankie shrugged. "Jane's becoming a little . . . annoying." she admitted.

"Shifting between forms again?" Spectra sighed.

Frankie nodded. "I'm not sure if it's safe for her to do that kind of thing for so long."

"We'll have Blukic and Driba give her a look once this whole mess is all over," Ben told Frankie. "Or whoever we can get a hold of."

"Speaking of Blukic and Driba, what's it like back in your world?" Frankie asked. "I mean, you've told us a lot of stories about all your totes clawesome adventures and stuff, but you never really told us much about anyone else."

"Because you never asked." Ben suddenly said with a slightly bitter tone. Before Frankie could ask him anything else, or even take offense at his tone, she noticed a shape in the wavering River of Time, a sort of angular gray blob swimming through the tunnel that surrounded them.

"Bad guy, dead ahead!" she announced, pointing a finger at Maltruant's distant form. Ben nodded and pressed a button on the dashboard in front of him; there came a small sound of machinery moving as a pair of speakers folded up from the roof above.

"Stop in the name of the Plumbers!" Ben announced through a small microphone hooked up to the dashboard.

"Ack! Beth Tennyson!" Maltruant growled, turning around briefly to glare at them. "Why must you be so hard to get rid of!?"

"It's _Ben _Tennyson!" yelled at the Chronosapien, swiping the microphone from Ben. "Now pull over already!"

The Chronosapein hummed, as if actually considering her suggestion. "Hmm, let me think about it for- NEVER!" he cackled. Before Ben could fire off any weapons to try and stop him, the Chronosapien swam towards the side of the River of Time and pushed through one of the swirling walls, a bright flash engulfing him as he left the time stream. "After him!" Spectra cried, jabbing a finger in the direction he had gone. Ben didn't need to be told twice and grabbed hold of the steering wheel, jerking it towards the right and stomping on the gas to shove the Scrap Heap through the spot Maltruant had been moments ago.

The Scrap Heap just barely managed to fit through the quickly tightening hole in the time stream, closing just behind it as they were engulfed in a bright flash of light. For a brief moment, nothing really seemed to exist around them, nothing but inky blackness and dozens of bright lights that shot past them before Ben could even hope to guess at what they were. In a way, it was what Ben imagined entering hyperspace would be like; not that he hadn't experienced it before. He just was always too distracted to notice what it looked like.

And then, as soon as it began, they were out of it. Ben was distantly aware of the gray, stormy clouds they were blasting through as hundreds of sensors and devices beeped and whined in his ears. The startled yells and cries of his friends in the back met his ears as they plunged into a steep noise dive, the Scrap Heap's systems and thrusters caught off guard from the force of reentry into an unknown time zone; Ben made a mental note to look at the engine and other systems to see if there was anything he should fix before blasting back into the time stream again.

Pushing those thoughts aside for the time being, as he had relatively more important matters at hand, Ben switched from the gas to the the break and practically shoved the pedal into the floor as he yanked back up on the steering wheel to try and attempt pull up out of the nose dive and ease their landing. Before he could even reach the Omnitrix however, the ground came up all to soon and before Ben knew it, the entire windshield was plunged into the blackness of the earth as the Scrap Heap shut down with a dying whine and shake. The watch wearing hero cracked open his eyes and breathed a sigh of relief, noticing he was still alive. He then quickly made sure everyone was still in one piece and still working before relaxing fully. Everyone else was alright for the time being; shaken up and greatly frightened, but all right. The same could not be said for Frankie and Heath, Frankie simply because she had not been wearing her seat belt at the time of the crash and had ended up pressed the windshield of the Scrap Heap, and Heath for entirely different reasons.

"You have exactly two seconds to get hands off of Abbey's breasts before she break every bone in hands." Abbey threatened Heath, who had landed rather awkwardly on top of the yeti during the crash. Heath grinned sheepishly before jumping off of Abbey and kicking up the back door of the Scrap Heap in one swift motion, screaming and begging for mercy as he assumed Abbey was chasing him. With collective groans, the others pulled themselves out of the wreckage and stretched their aching limbs as Ben took assessment of the damage.

"Well, isn't this delightful." Skurd mused sarcastically upon seeing the scratched sides and burnt out thrusters of the Scrap Heap. "I don't suppose anyone knows a tow man? Or, at the very least, where we are."

"Not where, luv," Robecca corrected him, dusting off her bronze skin. "Rather, a matter of 'when'. And from the looks of things, I'd say we have actually landed somewhere rather useful." she added, pointing off through the misty fog that surrounded them. The others all peered through the low clouds of moisture, not quite sure what they were looking for before a large, castle-like building rose up from the distance, a familiar banner stretched across the front of the estate.

"What are the odds that we land in 1814 again?" Venus sighed with relief.

"Again?"

"You aren't the only one who's had crazy time adventures, Ben," Spectra smiled. "And you now owe me five bucks."

Ben grumbled and dug around in his pocket, forking over the correct amount of cash as Skurd gave him what Ben could only guess was a deep smirk. "So why exactly landing in 1814 a good thing?" Ben asked.

"Because we know someone from here that can help us," Frankie smiled. "He actually happens to a relative of mine."

"Who?" Ben asked.

Frankie grinned mischievously. "You'll have to wait and see. For now, see if you can't get the Scrap Heap out of that hole and meet us over at Monster High. I have a feeling it's going to take a long time to explain what the Sphinx is going on."

* * *

By the time the guys and ghouls managed to reach the front step of Monster High, it was already what most could only guess was high noon. For the time being, instead of a bright sun rising high into the afternoon sky, it was a pure white, full moon that shone down on the black and gray land beneath it, giving everything a rather dull and frightful look. Monster High itself was rather different than what the guys and ghouls were use to. In fact, the building was still under construction, with scaffolding raising up into the sky to surround what looked like the front belfry in a giant cage of wooden beams and platforms. Grand windows lined the front with a large set of stairs guarded by two stone gargoyles on either side; the statutes, unlike Rochelle, were completely lifeless, glaring at the group of approaching monsters with blank eyes.

"Yo, what's up with the ghouls in this time period?" Heath whispered to Venus when he noticed that several of the female students were looking at him with odd, yet endearing looks.

"In case you didn't notice Heath, our clothes are a couple centuries ahead of time." Venus told him. "Just ignore them until we find Sparky."

Heath cocked an eyebrow, but was distracted when he felt a hand stroking his shoulder and turned to see a vampire tentatively touching his Letterman's jacket with her fingers, curious as to what the mysterious clothing he wore felt like. There then gave a feral roar and what sounded like a snorting bull, and the ghoul quickly took off with a frightened look on her face. Heath blinked and turned to see nothing out of the ordinary around him, save for Abbey coughing and covering her face.

They continued to get odd looks from the student body of the current time period as they walked up the steps of Monster High, Frankie taking the lead and look around for someone in particular. She was so distracted in looking however, she didn't notice the small boy sitting on the front steps of the school, muttering to himself quietly as he did calculations in his head, until she actually tripped over him; both of them fell to the ground, the boy's lab coat nearly flying off of him as his monocle clattered to the ground.

"Oh, my ghoul, I'm so sorry!" Frankie apologized.

"Don't worry about, dear girl. Happens all the time." the boy said cheerfully as he patted around for his missing eye piece. "You haven't by chance seeing my monocle, have you?"

"I don't see any-" Frankie started before the sound of breaking glass met her ears. Fearing the worst, she looked down at her feet and raised her left foot up, wincing at seeing the shattered shards of glass and twisted frame crushed beneath her feet. "Heh, heh. Uh, found it." she said nervously.

"Oh, for the love of gargoyles," the boy frowned. "Ah, well. Glad I started carrying around more of these." he said cheerfully, digging around in his lab coat with his thick, black gloves before pulling out another eye piece and fitting it over his left green eye; his right one was startling blue, similar to Frankie. Almost as if they were related . . .

"Frankie? Is that you?" the boy blinked, not quite believing his eyes.

Frankie smiled. "In the flesh. Nice to see you again, Grandpa." she greeted him, pulling him into a tight hug.

"Oh, please, dear girl! To you it's Sparky!" he said cheerfully. "I see you and your friends have returned from the future, thanks to Professor Steam's wonderful machine. To what do I owe this pleasure of your visit?" he asked brightly.

Frankie exhaled. "Well, we didn't _exactly _come here by Professor's Steam's time machine," she admitted. "And we came to ask for a small favor."

"Anything for my future granddaughter!" Sparky smiled. "But please, tell me, how did you travel back through time if you did not use Hexiciah's time machine?"

Frankie bit her lip as her friends shifted nervously behind her, not quite sure how to explain everything to him. "Well, uh, that's kinda rather hard to explain," Frankie shuffled her feet. "You see we have this . . . _friend_ . . . who needs our help."

"Oh, really? And who is this _friend _of yours?" Sparky asked with slight suspicion, cocking an eyebrow and looking over Frankie's shoulders to give her friends a questioning look; despite his curious stare, none of them were yielding to him, though Gil looked he was about burst at any second before Abbey gave him a smack upside the head and a warning look.

"Well, uh . . ." Frankie trailed off, unsure of how to explain everything to her grandfather. How one exactly explained that she and several other ghouls were dating a boy who could change into hundreds of alien heroes with a magic watch was beyond her. Fortunately, it seemed she wouldn't have to explain much, because at that moment, the ground began to shiver and shake in a steady rhythm.

"Egad! I didn't think we were standing on a fault line!" Sparky exclaimed as he tried to stay on his feet.

"Hate to break it to you, luv, but that isn't an earthquake." Robecca informed him, a small smile curving its way across her bronze lips. Before Sparky could ask what she meant by that, screams of fright and terror suddenly rose up from the surrounding students, who had remained quiet as curious for the past few minutes, as they yelled and rushed past the guys, ghouls, and Sparky holding onto their hats and hiking up their skirts as something massive approached from the distance. Sparky watched in frightened awe a massive, human-like figure lumbered out of the forest, absentmindedly crushing full grown pine trees and oaks beneath its gigantic feet. The enormous creature strolled closer and closer, squinting its large, green eyes at the ground to try and see through the fog that swirled around its multiple fins and crests that decorated its metallic body.

"Frankie? Are you down there?" the monstrous behemoth boomed,shielding its eyes with one hand to try and see said monster; the Scrap Heap was clutched tightly in the other had.

"Great balls of fire!" Sparky exclaimed, his monocle popping lose and nearly falling to the ground had it not been for his quick reflexes. "Quick, Frankie! Get behind me! I shall fight off foul demon!"

"Who are you calling foul?" Way Big rumbled, bending down to set the Scrap Heap on the ground before reaching for Sparky with a hand that seemed to block out the sky. The scientist took one look at the giant's fast approaching hand and screamed before attempting to make a get away before being caught between two fingers that lifted him high off the ground, kicking and squirming.

"Unhand me, you demon!" Sparky cried, trying to get lose from the To'kustar's iron grip; Way Big didn't even falter, just looked oddly at the little, bug-sized person between his fingers that he could easily crush to a bloody pulp if he so chose to.

"This a friend of yours, Frankie?" Way Big asked.

"I was getting to that!" Frankie yelled up, cupping her hands over her mouth so that she could be heard better. "Now put him down!"

"If you say so." the titan shrugged before bending over and gently setting Sparky back down on the ground, only to watch him scurry away and take cover behind Abbey and Nefera, trembling.

"Now come down here!" Frankie demanded, jamming a finger towards the ground. "You're gonna scare the locals!"

"It's already a bit too late for that, my dear." Skurd sighed as the To'kustar tapped the large Omnitrix disk stuck to its chest. Sparky watched with awe, disbelief, and even a little horror as a wave of green light washed over the massive alien, changing it back into its original form; the bony crest on its head was sucked back into is skull, the large blades on its arms sliding back into its wrists as the fins on its shoulders and waist were pulled back into the body. The tough and metallic hide of the To'kustar became soft and firm, turning from red and white in color to a faded pink. A fifth finger was added to the massive hands as bones ground and organs sloshed and oozed about. The most noticeable change to Way Big however, was the size; he started out towering over Monster High, a good twenty feet or so taller than the tallest available spire. Now he was as tall as the nearly finished second floor, then the complete first floor before shrinking down to a size just a little taller than Nefera. A mop of thick, brown hair grew out from the bare skull, small ears forming on either side of the head as the eyes turned white with green orbs at their center. The final transformation was the addition of the Omnitrix and Skurd on the human boy's left hand, a wide grin on his face.

"So, who's the mad scientist?" Ben asked, walking over to the group and giving Sparky a good look.

Frankie smiled. "Ben, meet my grandfather Victor 'Sparky' Stein. Sparky, meet Ben Tennyson. Also known as my boyfriend." she added, her smile broadening upon seeing her grandpa's eyes widen even further.

"Astounding." Sparky breathed, scurrying out from behind Frankie and up to Ben, snatching up his arm and peering at the Omnitrix, flicking Skurd aside to get a better look, only for the Slimebiote to snap right back like a rubber band. "Ah, watch the merchandise!" Skurd whined, rubbing her sore head.

"The single-celled organism speaks? Amazing!" Sparky practically squealed. "Is it because of you that he is able to transform" he asked.

"Oh, if only," Skurd sighed mockingly, earning a flick upside the head from Ben.

"No, it's not the talking Snot Rocket," Ben told Sparky. "It's the Omnitrix, a device that can turn me into hundreds of different aliens."

"Extraterrestrial technology? Extraordinary! Come! To my lab!" Sparky gestured wildly towards the school and jogging up the steps of the school. A thought then occurred to him and he jogged back down the steps and skidded to a stop at Ben's side, grabbing his wrist and turning on the Omnitrix and quickly selecting a transformation before Ben could do anything to stop him.

The Omnitrix beeped and suddenly consumed Ben in a flash of brilliant, green light, injecting him with a set of alien DNA and forcing his body to change into something new. His skin turned a dark gray in color as his skeleton groaned and cracked he slowly grew a couple feet taller than his original form, his ears becoming long and floppy, drooping down on either side of his head before they stiffened and stuck back like rabbit ears as his eyes became diamond-shaped and turned an emerald green in color. His arms grew until his knuckles just barely touched the ground, small spikes popping out at the elbows and his pinky finger sucking back into his hand, a process that was rather normal for Ben's aliens. A grinding noise came to his attention and he cocked his hand far enough to see a skeletal tail grow out from the base of his spine, fresh muscle wrapping around the bare bone before smooth skin raced over the muscle. His toes popped back into his foot one by one as the bone quickly slithered to the surface like jelly before hardening into a solid hoof. His organs sloshed around inside his body, expanding slightly to fill the empty space inside of him as his brain filled all the available space inside his skull. The final piece of the transformation were the addition of black and green arm and leg braces, chest plate, shoulder pads, belt and a helmet that protected his skull, the Omnitrix and Skurd appearing on the belt around his chest.

"It seems the Omnimatrix has presented me with yet an additional contemporary form." the tall alien noted before looking down upon Sparky, who had a look equivalent to young child who had their birthday and Christmas all rolled into one for the next six months with no school whatsoever. "Ah, yes, Dr. Victor 'Sparky' Stein," the alien droned with a somewhat bored and irritated tone. "Is your laughable intellect fascinated by you are observing?"

"YES!" Sparky squealed.

"Delightful," the alien rolled its eyes. "Now since it seems to be a standard treatment whenever I so happen to discover a new form, I shall now name it with an irrelevant name. 'Brains' seems to be a fitting name, considering my massive and astounding intellect."

"Uh, Ben?" Spectra cocked an eyebrow. "Are you feeling alright?"

The Twin turned its head toward Spectra and cocked its head before responding, strolling over with a disinterested expression. "Yes, Ms. Vondergeist? How may I serve you?"

"Mind telling us why you're acting like this?" she asked with a slightly irritated tone; since when did Ben become so pompous?

"Ah, it appears your simple mind is unable to comprehend the prevailing phenomenon," Brains concluded. "To put in simple turns for your simple minds, I am a species called the Twins that possess mass intellect, telekinetic, levitation, and physical phenomenal qualities that make me _far _superior to any extraterrestrial form in the Omnimatrix." Brains bragged.

Spectra rolled her eyes. "That's all well and good, Ben, but can you help us move the Scrap Heap in Sparky's lab for repairs?" she sighed.

"Considering the circumstances, we do not have much option," Brains said with a defeated tone. "I doubt the technology of this era will be able to aid us, however." Before any of the group could protest however, Brains eyes glowed a bright green in color, the twisted pile of metal and scrap glowing the same color before being lifted off the ground by some invisible force. "Lead the way, good doctor." Brains droned; Sparky, seemingly unaware of Brains's attempts to insult him, eagerly gestured for everyone to follow him into the school, Spectra casting a suspicious look in the Twins direction.

They traveled down the halls of Monster High, every student pausing in mid conversation to stare at them as they passed by; whether they were staring at the guys and ghoul's fashion sense, the confident and ecstatic mad doctor leading the odd parade, or a large alien telekinetically moving a even bigger pile of twisted scrap metal behind it, was up to debate.

"Oh, do continue to stare at us as if we were odd beasts locked away in a zoological garden," Brains drawled sarcastically. "We simply _adore _being starred at."

Spectra ground her teeth, her attitude towards Ben at the moment really starting to grind her last nerve. She quickly steeled her nerves and sucked in a deep breath, trying calm herself as she followed Sparky down a short staircase and through a door that led down in the catacombs that ran beneath the school; finally, familiar territory. Unlike the rest of Monster High, the catacombs could not be easily remodeled without severe consequences, meaning the layout would be the same even two hundred years in the past.

"So, have you figured out how to make life yet?" Frankie asked her grandfather as they walked through a cobweb filled tunnel, swatting the webbing aside and avoiding the monstrous spiders that scurried about in search of food.

"I'm afraid not, my dear," Sparky sighed. "I'm afraid I've been rather busy as of late."

"Why?"

Sparky paused before speaking. "Are you aware that this school's swimming pool stretches down to an unknown depth, and no one has been able to reach the bottom?"

"Yeah. So?"

"So, my dear Frankie, we have been having slight . . . _problems _ . . . with one of the pool's inhabitants as of late. Constantly snatching away student's belongings and precious items."

"Is it the Kraken?" Frankie asked.

Sparky startled for a moment. "How did you-" he trailed off before it dawned on him. "Ah, yes. Time travel."

"Don't worry," Frankie smiled. "I'm sure Ben can take care of it no problem. Lets just say he and the Kraken have a sort of rivalry going on. Though now that I think about it, the Kraken won't be aware of it."

"Interesting," Sparky hummed. "So your spouse is able to switch between multiple forms of extraterrestrial life, all of which have unique powers and abilities? Intriguing how far we have become in the future."

"Actually, there's something I forgot to mention," Frankie realized. "He's from another dimension."

Sparky blinked and starred at his granddaughter as if she had grown a second head. "You are positive you didn't just have some bad biscuits before visiting?"

"He can change in aliens, can't he? Why is it so hard to believe he's from a different dimension?" Frankie asked.

"I'm not saying it is, but if anyone else who wasn't as mad as me heard, they would think you had completely flipped your lid. "Ah, hear we are." he announced, stopping in front of a dead end.

"I hate to state the obvious, dear chum, but isn't that just a wall?" Skurd asked.

"Obviously, it is either an optical allusion, or a disguised entrance of some kind," Brains rolled his eyes. "For a single-celled organism with an extended vocabulary, you are rather dim." he added as Skurd fumed, wondering how long it would be before his host returned back to his original form. Sparky threw a playful look to the present company and stepped forward to the blank wall, pressing his hand down in the dead center and pushing in on a hidden plate. The sound of gears grinding and groaning filled the tunnel as dust rained down from the ceiling and the wall in front of them slid upwards, revealing a large room on the other side.

"I rest my case." Brains hummed, pushing past the rest of the group with the Scrap Heap in tow, the vehicle just barely fitting under the frame.

"He's really getting on my last nerve." Spectra whispered under her breath, floating after her lover with the others following after her. The room, supposedly Sparky's laboratory, was as high tech as the time period allowed. Several lab tables sat stationed in the middle of the room, multiple experiments sitting on top of them. Shelf after shelf after shelf of ingredients and instruments lined the walls, jars with body parts inside and vials containing mysterious liquids that held off stacks of books just some of the few contents on the shelf. A pair of large conductors was attached to the ceiling, massive amounts of crackling electricity dancing between them as flickering torches lined the walls.

"You may set it down over there," Sparky instructed to a large empty space off in a corner of the room just big enough for the Scrap Heap. Brains did as instructed and clopped over t the empty space, releasing his hold on the vehicle and letting it drop to the floor as Sparky walked over a collection of tools in his arms, dropping them to the floor with a loud clatter.

"Would you please jack your vehicle up so that I may take a look?" Sparky asked politely, positioning a pair of jacks under either side of the Scrap Heap.

"Only because you asked so nicely," Brains responded, crossing his arms over his chest, his eyes glowing green again. The levers on both car jacks glowed an ominous green as well before moving up and down in a repetitive, pumping motion that pushed the Scrap Heap into the air just enough for Sparky to roll back under on a board with wheels crudely screwed in on the four corners.

"Can someone hand me a wrench please?" Sparky asked from under the Scrap Heap; Hoodude volunteered and scrounged through the pile of tools before pulling out a random wrench and handing it to the mad scientist. "I'm sorry, my good man, but that was not the one I needed." Sparky told the voodoo doll, handing him back the tool and waiting patiently as Hoodude carelessly threw it over shoulder, just high enough for it to fly between the two conductors and create massive light show; Sparky, true to his nickname, lit up like a Christmas tree and screamed for a few short seconds before the wrench fell back to the floor.

"Okay, would anyone else to volunteer?" Sparky moaned from under the Scrap Heap, smoke curling off of his lab coat. Venus was kind enough to volunteer, throwing Hoodude a sympathetic glance before handing Sparky the tool he needed.

"Hey, Sparky do you want us to handle the Kraken while you're working?" Frankie asked.

"If you wouldn't mind," Sparky said from under the Scrap Heap, loosening a few bolts before suddenly crying out in startled panic as the panel above him fell on his head. "But could you leave some of your friends to assist me while you are gone?" he asked with a low groan, sliding the metal paneling out from under the Scrap Heap.

"Sure," Frankie smiled, gesturing for Brains, Robecca, Heath, Gil, Nefera, and Jinafire to follow her out of the room; Brains followed with a tired sigh, leaving Spectra to narrow her eyes at him as he left.

* * *

The pool was both similar and different to what most of them were used to back at Monster High; the floor was rather bumpy and craggy, with puddles of sea water dotting the room, stalactites hung from the ceiling, dripping water down into the pool as a few stray bats fluttered about. The smell of sea salt was overwhelming, fresh colonies of algae hanging off the stone walls and creeping over the rocks and tide pools. Two doors were thrust into the side of one wall, the boys locker room and the ghouls locker room. The crabs that scurried about however, didn't seem to pay attention to the signs.

"How primitive." Brains noted.

"So where's Squid Face?" Heath asked.

"Leave that to me," said Gil, pushing to the front of the group and to the side of the pool, a crudely cut square about as long as two school buses end to end, and dipped his hands in the water before thrashing them about, creating as much as noise as possible. The freshwater monster then quickly scurried back as far away from the pool as possible and waited.

They didn't have to wait for long.

With an explosive splash, a dozen tentacles as thick around as oak trees with row after row of suckers and spinning hooks rose out of the water, thrashing about in search of food and victims. Brains cocked an eyebrow at the beast, noticing how the whipping tendrils moved independently of one another; he sidestepped to the right just in time to avoid one of the tentacles as it crashing down to snatch up an unfortunate crab that had been scuttling behind him.

"Voltage," Nefera cursed under her breath as she pulled out her duo blades and ran them across one another; Heath summoned hot coals into his hands, his hair a raging inferno; Robecca snapped her goggles over her eyes and activated her rocket boots, hovering a feet few off the ground; Frankie's bolts crackled with electricity, ready to deal the final blow if necessary; Gil gulped and held out his Orishan gauntlets, ready fire at will; Abbey balled her hands into fists, an icy vapor escaping her lips as she gave a cruel smile; Jinafire bent her body into a fighting stance, smoke drifting past her lips as her tail swished back and forth with anticipation; only Brains didn't prepare for battle, merely watching everything unfold with a bored expression.

Brains watched as the guys and ghouls rushed forward as one as the Kraken sent forth half of its tentacles to deal with them. Nefera roared and swung her blades in a quick slicing motion, cutting through the soft flesh with ease and severing the limb as thick, black blood came shooting out, splattering all over her; the mummy didn't even flinch.

Heath and Abbey worked as one, dealing with the tentacles as they came. No sooner had Heath given a flaming karate chop to one tentacle and then cauterize the bleeding stump had Abbey slugged another with tight fist and frozen it in ice. The yeti was at a slight disadvantage against the massive sea monster, since Krakens originated in the icy waters of Norway; while having sharp ice crystals embedded in ones soft flesh was not pleasant, it wasn't as effective as the searing flames that washed over Heath's body. This drove Abbey crazy to no end; why did he always have to find someway to best her in everything? Sure, he hadn't beaten her in an arm wrestling contest, but he had bested her several other things, namely a game of Go Fish that she now had to honor a deal they made. An idea suddenly dawned on her, and she ducked down low to the ground where the tentacles had harder time reaching her as she held out her hands and breathed heavily into them, forming a thin icicle between them. She quickly lengthened the ice to her liking, flattening it and sharpening it on one end and adding a serrated edge until complete. Abbey grinned maliciously and quickly popped back up to her feet, swinging her new weapon in a wide arch and severing a tentacle in front of her; the Kraken screeched horribly as it retreated the bloody stump.

Jinafire ran along the edge of the pool, out of the tentacle's range and attacked from behind, going for the Kraken's mantle and striking the area just above one of its massive, fiery orange eyes. She dug her claws into the wet flesh and delivered a swift kick to the eye itself, causing the Kraken to screech in agony and thrash about even more. The dragon quickly opened her jaws and blasted out a jet of fire at the sea monster, scorching the soft flesh and leaping out of the way of an up coming tentacle before delivering a quick lashing of her tail.

Robecca was twisting and turning through the air, performing stunts to avoid the thrashing tentacles that chased after her. She quickly did a barrel roll to avoid the tentacle chasing her from behind and a tentacle that attacked from in front of her, both of them colliding with the other and then falling limp to the ground, as if they had hit their nonexistent heads. Robecca smirked and zoomed up towards the Kraken's face, blasting a massive amount of fiery smoke in the sea monster's face, blinding it.

Frankie and Gil hung back, unable to do much to help; blasting a sea monster with pressurized water, no matter what temperature Gil might change it to, was not very effective. And Frankie simply couldn't electrocute the Kraken without zapping her friends at the same time. It was then that they bothed noticed something rather interesting; Ben was doing nothing to help.

"Uh, Ben?" Frankie cocked an eyebrow. "Do you mind giving us a hand?"

"Why should I waste my valuable intellect on such a pointless battle? Besides, you are handling the situation rather well." Brains replied as Heath flew over his head and smacked hard against one of the walls, sliding to the ground with a groan; Frankie gave an irritated look, one that promised severe pain to his cerebral cortex if he didn't help.

"Very well," Brains wisely surrendered; there was no sense in ticking off his girlfriend in such an already dire situation. "It seems I must show you the shame my species has been cursed with." he sighed before closing his eyes. Frankie watched with confusion and amaze as Brains's form began to shrink down, his skeleton grinding and cracking loudly as he shrunk down to a height shorter than Frankie's waist. His delicate fingers fused together into sharp points before his hands and wrists suddenly swelled with massive amounts of muscle until they were the size of basketballs. His tail slurped back up into his spine like a piece of spaghetti as his hooves cracked and split apart into three talons. His skin went from a dull gray to a pale white as swirling black designs appeared on his head. Brains's pointed ears became more rounded and drooped down the side his head as the face mash vanished into thin air. The arm and leg guards disappeared as well as a pair of black shorts and a green belt with the Omnitrix and Skurd on it appeared around his waist, completing the transformation.

"Brawn! Brawn! Brawn!" the little alien cried happily, bouncing up and down and swinging his rounded fists wildly. "BRAWN!" he yelled before rushing at the Kraken on his little legs and drawing back a fist before driving it forward with enough force to stop a runaway train in its tracks. The Kraken jolted back from the blow of the punch as Brawn rapidly jabbed his legs out at one kick per second, raking his sharp talons across the soft skin.

"WAH-HOO!" the Twin cried as he bent his legs and shot off like a spring towards the ceiling of the cavern, digging in his talons into the solid rock and running around the stalactites as the Kraken tried to grab at him with its razor sharp tentacles. "Can't catch me!" Brawn laughed, taunting the sea monster. The Kraken growled and lashed out with one its tentacles, missing Brawn just by an inch and slamming the writhering tentacle into the solid rock. Brawn cackled with delight as he jumped onto the tentacle and slid down it like a slide, drawing both fists and ramming them into the Kraken's mantle before giving a final head butt and jumping free of the ailing sea monster.

The Kraken gave a halfhearted growl and sank beneath the waves, half conscious as Brawn landed on the edge of the pool with a cocky grin; the Omnitrix timed out seconds after that brought Ben back to the world with a massive headache.

"Ah, headache, headache, headache!" Ben winced, holding his pounding skull. "How does a species deal with being able to switch between a snarky no-it-all and a cocky bruiser?" he wondered, massaging his scalp.

"For once, we can agree on something, partner," Skurd sighed, rubbing his own little head. "Hard to believe, I know."

"That reason why Brains no help?" Abbey asked, slinging her new weapon over her shoulder.

"Pretty much," Ben groaned. "Can you spare some ice, Abbey?"

The yeti nodded and held out her hand, a small collection of ice cubes forming in her palm. Ben gladly took them in hand and jammed them onto his head, holding them in place as he sighed. "Much better."

* * *

"Pliers."

Venus grunted and handed Sparky the tool he asked for before climbing to her feet to stretch her aching limbs; sitting in a crouching position without barely moving was not good on her joints. With a stifled yawn she took the opportunity to walk around. Spectra was quietly soared up around the ceiling, absentmindedly picking away at her fingernails as Draculaura hung from one of the rafters overhead, taking the opportunity to nap. Hoodude was curiously playing with a few of the pickled body parts, watching them jiggle and slosh about in their glass prisons and Jane was leafing through Sparky's many journals and books; Venus opted to see what Jane was up to, walking across the lab and peering over her shoulder to look at several sketches of wild gargoyles.

"Ugly little things, aren't they?" Venus said.

Jane startled and snapped the book shut before realizing who was peering over her shoulder and flushing a deep red. "Y-yeah." she agreed.

"Hard to believe Rochelle's related to them." Venus remarked, prying the book back open to the page Jane had previously been on, absentmindedly slipping an arm around Jane's waist; the shape-shifter turned an even darker shade of red.

"Something wrong?" Venus asked mischievously, noticing Jane's behavior.

Jane promptly shook her head and quickly turned to the next page in the book, pretending to be fascinated by some sketches and notes of different species of wild dragons; Jane still found it amazing that Jinafire could be related to such ferocious beasts, but at the moment, she found something more interesting. Particularly the fact that Venus was massaging her shoulders without concern of being noticed.

"Feel good?" Venus smiled.

Jane barely nodded her head, let eyes droop shut as she felt the stress in her muscles melt away like hot fudge. Venus chuckled and rested her chin on the shape-shifter's shoulders, still moving her hands and even the least bit worried of what someone would think if they caught them. Before the plant monster could do anything else however, she was suddenly shoved to the ground and felt a great weight on her chest. Venus blinked and managed to pull herself out from whatever was on top of her, climbing to her feet as she brushed herself off. It was then that she noticed that Jane was gone; in her place was a large, shaggy, violet colored _Mastodon_, just barely managing to fit into the room.

"Ms. McFlytrap! I've been asking for a two inch Scaremister's wrench for the past ten minutes!" Sparky yelled with annoyance, rolling out from under the Scrap Heap. "Whatever is so important that-"

It was then that he noticed the presence of a large, extinct pachyderm in his laboratory.

"For the love of gargoyles, how did you get an extinct_ Mammut scaremericanum _into my laboratory?" he sighed with a tired tone that hid his shock and amazement. Technically speaking, it wasn't odd to stumble across extinct species of animals hidden away in the Monster parts of the world; while Normies drove species to extinction, the Monsters were far more conservative and very rarely were ever the result of extinctions, meaning animals that should have been extinct thousands of years ago were still roaming around in parts of the world only Monsters had access to.

"The _Mastodon_," Sparky sighed upon seeing Venus's confused expression. "Why is there a _Mastodon _in my lab?"

"Oh, that's not a _Mastodon_," Venus smiled. "That's Jane."

"I find that hard to believe, dear girl." Sparky said flatly, taking out his monocle and wiping it clean with the part of his lab coat that wasn't stained with oil. Venus smiled bigger as she turned to Jane and gave her a look. The pachyderm rumbled and closed its small eyes, focusing on an image in her head. The large ears on either side of the animals' head shrank down to a near microscopic size compared to the rest of the body, becoming disk shaped and purple in color as the long trunk was slurped back up into the animal's face like a piece of spaghetti. The tusks ground and cracked as they were forced back into the mouth, the entire skull pulling back and shrinking down into a small, box-like shape. The heavy forelimbs shrank and were pulled back towards the body as the flat feet ground and split into five, bent rods with a sickening slapping sound. The tail was pulled back into the spine a the large hind legs shrank back towards the body like the first two, the large feet spiting into five, small toes. The thick layers of fur was sucked back into the body and left the shifting creature with nothing more than pale, purple skin. Thankfully, Jane's clothes reappeared on the shifting mass as poof of indigo and magenta streaked hair appeared on her head, ending the transformation.

"A shape-shifter. Should have guessed." Sparky mumbled under his breath as he turned back to the Scrap Heap. "Venus, if you please?" he sighed.

Venus nodded and followed Sparky, but not before kissing Jane on the cheek and leaving her there. The shape-shifter stood there, clutching her book tightly as if her body had lost all power altogether. She felt her face heat up as memories came back to her. Of how good it felt to have Robecca's lips to hers, to be within Ben's warm embrace. And then there was the time Venus had managed to talk her into having some fun with her and Whisp and had nearly been caught by Ben. Long story short, Abbey easily found them out with no effort whatsoever, and Jane had never been more embarrassed in her entire life. But it had felt amazing.

Now she was at a dilemma; she was now in a relationship with not only Robecca and Ben, whom she both loved dearly, but also with Venus. And the thing was, Jane found that she couldn't find the heart to tell Venus it wouldn't work. Even if she could tell Venus, she wouldn't. She had come to love Venus as well, and the plant girl took every opportunity she had to let Jane know she shared the same feelings.

"We're back!" Frankie's joyous voice rang out through the laboratory's high ceilings.

"The Kraken is taken care of?" Sparky asked from underneath the Scrap Heap.

"Squid Face's sleepin' with the fishes," Ben smiled, the ice on his aching head having melted. "Literally, we knocked him unconscious." he added upon seeing Jane's troubled expression; her expression didn't let up.

"What's wrong Jane?" Ben asked, walking over to her and putting a hand on her shoulder, shaking her out of her trance and bringing her back to the real world.

"N-nothing." she said, trying to sound confident.

"I played this game with Jinafire less than three hours ago, Jane." Ben stated.

Jane bit her lip before sighing with surrender and setting the book in her hands back on the shelf. "I'm . . . in a relationship with Venus." Jane admitted after a few seconds of hesitation and hanging her head in shame.

"What's wrong about that?" Ben wondered. "There isn't some jerk telling you that you can't have multiple girlfriends. Or boyfriends." he added.

"True, but goes against everything else." Jane sighed.

"What?"

"It goes against the laws of nature!" Jane exclaimed loudly, attracting everyone's attention. Jane laughed nervously, flushing a deep red before looking around wildly for some way, anyway to escape the starring eyes. Ben saw the look in her eyes and firmly put his hands on her shoulders, holding her place as everyone else took this as a momentary panic attack and returned to their business.

"Screw the laws of nature," Ben whispered under his breath so that only he and Jane could hear. "If you look me, Robecca, and Venus that much, it shouldn't stop you from loving us. Hasn't stopped me."

"That's because you're a male," Jane whispered back. "Males of many species have herds, packs, or harems consisting of multiple mates."

"It still shouldn't matter." Ben rasped.

"Why are we whispering, mates?"

"Yeah, what's up?"

"GAH!" Ben startled upon seeing Venus and Robecca peering over his shoulders, just inches away from his head; Jane cracked a weak smile.

"Jane's having second thoughts about all three of us." Ben replied once he had calmed his frayed nerves.

"What, we not good enough for you?" Venus chastised Jane.

"Or are you more worried about what other ghouls will think when they see us together?" Robecca asked.

Jane remained silent, hanging her head in shame. She didn't deserve such nice friends or lovers as she had now. She doubted them, and cared more about what everyone else thought when they clearly could care less. She sniffed and held her arms, trying to comfort herself when she felt three pairs of arms slither around her, hugging her tight and reassuring her that things would be alright; she could feel Robecca's warm copper against her skin, Venus's delicate plant flesh caressing her, Ben's strong embrace that promised no harm would ever come to her. Jane smiled and took their hands in hers, holding them over her heart.

"Thanks." she whispered, leaning into their embrace.

"No worries, luv." Robecca smiled, pecking her on the cheek.

The moment between the four lovers was quickly interrupted by a high-pitched squealing sound, a noise that could only be outdone by a jet plane at take off. Which could mean only one thing: it was the sound of an _extremely _excited girl.

"EEEEEEEEEEEE!" Draculaura squealed happily. "I knew it! I knew it!" she cried.

"Know what?" Abbey asked, cocking an eyebrow as everyone turned their attention to the four lovers; Jane was now a light shade of pink as the other three tried to look unaffected at being caught.

"Ben, Venus, Robecca, and Jane are all totally dating each other!" Draculaura announced loudly, barely able to contain her excitement; a loud cry of anguish came from under the Scrap Heap as Sparky banged his head.

"Is vampire's statement true?" Abbey asked, cocking an eyebrow.

"Pretty much." Ben smiled sheepishly.

Abbey starred at all four of them with steely eyes before responding. "In village, such relationships are forbidden," she said coldly. "Being good for you we are not in village." she added with a smile.

"Dude, you got lucky!" Heath laughed, clapping Ben on the shoulder. "Three hot ghouls, dude!"

"If I were you, I would watch what you say." Ben responded, nodding his head towards the three ghouls; Heath got the hint and backed away from the group and into a slightly irked Abbey.

"Congratulations, lad!" Sparky smiled as he rolled out from under the Scrap Heap. "One slight issue though: are you not dating my granddaughter as well?" he asked.

"Ben's quite the ladies man, Sparky," Draculaura explained. "And he's very good at it, whether he's trying or not."

"How's the Scrap Heap coming along anyways?" ben asked, attempting to steer the conversation away from his love life long enough to defeat Maltruant.

"I am confident I managed to get it up and running again," Sparky told him, cracking his aching back. "Perhaps you would like to take a look at it? Change into a smarter form and look over my handiwork?" he hinted.

Ben rolled his eyes; if he wasn't careful, this kid was going to try and create his own Omnitrix rather than focus on creating Frankie and her family. With slight reluctance, he turned on the Omnitrix and cycled through his roster before coming across the alien he needed and slapping the activation button. The familiar green light washed over Ben, changing his form into whatever the watch commanded it to become. The first noticeable change was his size. He quickly shrank down from his good six foot frame to something a little under five inches. His skin turned a gray color and became moist. He felt his feet each lose two toes and become webbed. He lost a single finger on each hand as his eyes bulged out of his head. The most dramatic change Ben felt as he was changed was when he felt his part split into two parts, one that seemed slightly smaller than the other half. He suddenly understood everything about the world and its inner workings. The Omnitrix and Skurd appeared on the back of his jumpsuit, completing the transformation.

"Lets see how you did." Greymatter stated in a rather nasally voice as he hopped over to the Scrap Heap and up into its bowels; Sparky rolled back underneath, tools at the ready to make any fine tune adjustments.

"Hmmm. You've done a rather remarkable job in putting the Galvanic coupling into the Incursean transformers, and the Tetramand engine block seems to functioning well enough," Greymatter noted. "I see you've managed to mix up the Conductoid wiring though. Honest mistake, really; only Conductoids and trained mechanics can ever really tell them apart."

"Did you understand half of that?" Nefera asked Gil.

"Not in the slightest," Gil replied. "But I think it's good."

"Where are the Galvanic thrusters!?" Greymatter suddenly cried out from under the Scrap Heap.

"Where the thrusters should be, obviously!" Sparky shot back.

"You are from the 19th century! How would you be capable of knowing where the thrusters for a 21st century Chronocycle go!?" Greymatter yelled.

The two scientists bickered and argued over Sparky's handiwork for the next half hour, Sparky doing a remarkable job of repairing the Scrap Heap. Other than the thruster incident, in which he accidentally placed them next to the engine thinking they were cooling devices, the work went smooth. Before long the Scrap Heap was up and running again, hovering a few feet above the ground.

"Thanks for your help," Ben said to sparky once the Omnitrix had timed out.

"You as well," Sparky smiled, taking Ben's hand in his and giving it a good shake. "To think my granddaughter is engaged to such a remarkable person."

Ben blinked. "We aren't-" he started before Frankie gave a quick whistle from the Scrap Heap, gesturing for him to get in. "Gotta go," he shrugged. "And thanks for making Frankie possible." he added with a smile, climbing into the front seat of the Scrap Heap and turning it on. The engine growled to life and the Scrap Heap moved a few feet higher into the air.

"By the way, you haven't seen a giant, black windup toy anywhere, have you?" Ben yelled over the roar of the engine.

"That was real? I thought I was imagining things!" Sparky yelled back. "I saw him go through a portal of some kind just before you got here!"

"Voltage. We've wasted too much time." Ben cursed under his breath.

"Wait!" Robecca cried, pushing her way to the front and pushing Ben out of the window's view. "Have you seen my father!?" she yelled.

"WHO?" Sparky yelled back.

"Hexiciah Steam, my father! How is he!?" Robecca shouted.

"Absolutely perfect, lass! He's been locked away in his lab working on some project or other! Something about finally having a family!"

Robecca gave small fist pump and pulled herself back into the Scrap Heap, Ben rubbing his sore skull and sitting back up in the driver's seat. "See ya around, Sparky!" Ben yelled, stomping on the gas; a large portal instantly opened up in front of the Scrap Heap before it could ram into the wall of the laboratory, disappearing in a loud roar before the portal closed.

"Either I've just had the experience of a life time, or I've completely lost my marbles." Sparky shook his head with a smile.

* * *

The Time Stream continued its silence existence as the Scrap Heap cruised along at a much faster pace, the wavering sides of the tunnel giving the Scrap Heap's passenger's a sense of serenity; it did nothing to calm Ben's nerves.

"Hey, uh, Ben?" Frankie asked after a few heated moments of silence. "Remember what were taking about before we crashed?"

"You wanted to now more about his life back home before he unprofessional blocked you out." Skurd said bluntly, Ben knocking his head against the dashboard.

"She asked me, Snotty." Ben said with an annoyed tone.

"If you're so protective about who she asked, why don't you tell her then?" Skurd pressed with an invisible smirk.

Ben was silent for a moment, having backed himself into a corner. He could either refuse to tell Frankie anything and most likely ruin their relationship as time wore on, or make a fool out of himself; neither were welcome options.

With a sigh, he surrendered and began to talk. "What do you want to know about first?" he asked.

"Your family," said Frankie.

"I have a Mom and Dad," Ben started. "My Mom is addicted to health food and has no idea to cook anything that's actually edible, and my dad is retired."

"Any siblings?" Frankie asked.

"I don't have any biological siblings, if that's what you're asking," Ben said, pressing down on the gas a little more. "Kevin and Rook are my brothers in a sense, and Gwen is almost like a sister to me, despite being my cousin."

"Rook is your partner, right?"

Ben nodded and continued. "He and Grandpa Max would always get on my case about how I handled work as a Plumber, despite getting things done just as good as when I would ever decided to follow protocol."

"Plumbers? I thought you were some intergalactic police officer?" Frankie cocked an eyebrow.

Ben actually smiled. "Common mistake. 'Plumbers' is what we use to call ourselves in public, when people weren't supposed to know. The name kinda stuck after a while." he admitted.

Frankie was about to ask more when something caught her eye, a familiar black stain against the wavering background of the Time Stream. "Maltruant!" she announced, pointing a finger at the spot, merely only a speck in the distance.

"Geez, if he's that far ahead, we must be getting close. I thought Paradox said he had to keep jumping from time zone to time zone!?" Ben remarked in disbelief.

"Well apparently he doesn't," Skurd grumbled. "Step on it, dear boy! Don't stop for anything!"

"Not even a smoothie break?"

"I am not going to dignify that with a response." Skurd muttered. Ben grinned, glad to have finally gotten the Slimebiote to be quiet for a while as he stepped down on the gas as far as possible, the Scrap Heap shooting off like a rocket.

"Hang on!" Ben called over his shoulder into the back as the afterburners kicked in and blasted the Scrap Heap forward even further; Ben could just make out the windup key protrusion on Maltruant's head.

"Kick it into high gear, dude! We're almost there!" Ben could just barely hear Hoodude, the only one of them not affected by the sheer force. Ben did as the voodoo doll suggested and let up on the gas pedal long enough to stomp down on it as hard as he could. The engine gave a loud roar and the thrusters gave a loud belch and the Scrap Heap shot off at an impossible speed, catching up to Maltruant so fast that he was caught against the windshield as they zoomed out of control up the River of Time.

"TENNYSON!" Maltruant bellowed, hanging on as tight as he could. "Release me at once, you foul vermin!"

"Trust when I say I can't!" Ben managed to yell, his cheeks flapping in the wind behind him as he was pressed into the back of his seat. Never before, in his entire life, had he gone so fast. Not when he was RazrEdge, not when he was Brawn, not even when he was XLR8 or Fasttrack. This faster than any of his forms could ever hope to go, almost near the speed of light if that was possible. Bne could only watch as the end of the tunnel, opening up smoothly into a dark, endless void that was empty of literally everything; matter, space, time, it wasn't there. Ben shuddered to think what might happen if they were stranded out there. The magnitude of the force got even greater as they exited the tunnel and briefly were exposed to the endless abyss before slamming face first into what looked like a white, pinkish colored cloud of sorts. Ben was cut off by surprise when the Scrap Heap slammed into it like freight train, forcing a hole through the cloud's thick walls before suddenly emerging out the otherside with a loud explosion.

Ben screamed wildly as the Scrap Heap began to roll uncontrollably, not allowing him to see anything clearly other than Maltruant's ugly mug, Frankie's pale face, Skurd's gelatinous body, and bits of the Scrap Heap that had been torn off in the explosion. It wasn't until after a few minutes (it seemed like hours to Ben) of rolling and tumbling, did Ben finally make something out in the endless white void. Despite there being nothing to see, nothing to feel, nothing to _do_, there was something.

A massive starship of sorts. It was shaped a little like the body of boat with its masts torn off, with seemingly random spikes poking out at the front and back. The bottom, a grand gold in color, seemed to drip down like a large icicle in the winter frost, the farthest point nearly a hundred feet away from the massive hull and bridge.

"What's that?" Frankie managed to ask, keeping down her lunch.

"A Contemelia ship, my dear girl!" Skurd replied.

"What's it doing here?" Ben wondered.

"We're about to find out!" Skurd managed to cry just before the Scrap Heap smashed into the side of the ship. The last thing Ben was conscious of was hearing Maltruant loudly cursing and muttering obscenities about improper use of a time traveling machine.

* * *

Ben blinked his bleary eyes, his skull a pounding mess. The world around him, a twisted pile of scrap metal, leather seats, computer consoles, and bloodied limbs all that he could see. With a groan he lifted up his head and managed to climb up into a sitting position, his hand absentmindedly unbuckling his seat belt.

"It's about time you woke up, dear boy,"Skurd grumbled.

"Don't worry, I got it." Ben mumbled, his mind still aching from the crazy. With a quick shake of his head, he cleared his thoughts and looked around him. They had punched clear through the side of the Contemelia ship and into a hallway of sorts, golden rib-like braces lining the walls amongst technology so advanced it put the Galvans to shame. The Scrap Heap, as it's name sadly implied, was a literally pile of twisted metal; the windshield was completely shattered, and the doors were ripped off their hinges. The dashboard was absolutely trashed and from the awakening groans Ben could hear in the back, the rest of the Scrap Heap had suffered a beating as well.

"Everyone alright?" Ben asked.

"We're fine, luv," Robecca groaned from the back, a chorus of agreement following after. Spectra swooped up to the front and through Frankie's passenger door, digging in her fingers before she finally managed to pull it off; Frankie half consciously climbing out of the seat and slumping to the ground once she was free.

"Remind me to never get involved with conniving Chronosapiens ever again." she coughed, climbing to her feet with Ben's help as the others exited through the passenger door beat up, but alive and in one piece.

"Noted," Ben said with a small smile. "Now lets find Maltruant."

The others followed him down the hall, mostly because they had no one else to follow. Whether Ben actually knew where he was going was unknown to them, but he was the closest thing they had to a guide in this world of the unknown illogical. In fact, everything ever since they had met Ben was suddenly brand new and strange, full of danger and excitement. Had he not come along, they would have either been currently stuck in Dragonomics or not even in existence if Maltruant's plan succeeded. And for that, they were grateful.

But what would happen when all was well and over? Would Ben remain here with them in their dimension, happily attending Monster High with them before eventually marrying all of his ghoulfriends? Would he take up as their world's new hero and start a family? Or would he abandon them, throw them away like forgotten trash and return to his universe, never to seen again and leave a trail of broken hearts behind? It all seemed so confusing, as if some kind of outside force or all potful god or being couldn't make up its mind on what to do as it wrote Ben's story, intricately intertwining it with their own so that their lives would never be the same again whether he decided to stay or go.

"We're here." Ben announced after a few minutes, pausing in front of a perfectly round door in the wall that suspiciously looked like the gaping maw of a Kraken; Ben grimaced at the memory and waited outside as everyone caught up.

"If Maltruant is in there, he's most likely ready for us, right?" Venus asked.

"Pretty much." Ben nodded.

"And you're not worried about this?" Draculaura asked, cocking an eyebrow

"Nope."

"Dare I ask why?" Nefera sighed.

"That's for me to know, and for you to find out," Ben smiled. "For now, it's time to clean Maltruant's lock!" he exclaimed, slapping what looked like an activation button on the door's side. The door silently opened its hatch and Ben and Venus, Nefera, Spectra, Heath, Hoodude, and Abbey charged right through, weapons at the ready.

"Skurd's right. His quips are getting worse." Frankie sighed, following her boyfriend with Jane, Gil, Draculaura, Jinafire, and Robecca in tow.

"You are going down Ma-Ma-Ma . . ." Frankie heard Ben exclaimed loudly before trailing off. She quickly ran the rest of the way, prepared to electrocute someone who tried to endanger her love when she saw Ben and the others safe and sound starring at something beyond her view. Curious, she turned her gaze to see three figures turning to study them.

What surprised and startled her the most however, was that the three figures were three oversized copies of _Monster Beat Magazine_.

"Do you see what I see?" Ben asked with a tone of an excited child.

"Dad?" Robecca startled.

"Abbey!?" Heath cried, glancing back between Abbey and the three clones in front of him.

"Father?" Jinafire cocked an eyebrow.

"Lagoona! And my parents!?" Gil yelped

"My iCoffin!" Spectra cried.

"Mother Nature?" Venus gasped.

My iCoffin!" Draculaura cried with glee. "And the cutest outfits a ghoul could have!"

"Frankie?" Hoodude cried with shock.

"Abbey see nothing!" Abbey cried defiantly.

"Ben?" Jane screamed with fright, unsure of what to make of the four versions of her lover.

"Exactly!" Ben cried with glee. "Wait, what? No, it's Mr. Smoothy! Or Smoothies, or whatever!"

"I see three of my father . . ." Jinafire trailed off suspiciously.

"No, I'm pretty sure your dad doesn't have a straw coming out of his head." Ben said firmly.

"You are all correct," one of the three magazines said, flapping its pages up and down like a mouth in a deep, all powerful voice that sounded as if a dozen others were all speaking at the same time. "We are the Contemelia. But our fifth dimensional forms can not be seen by your eyes. What you are seeing, is only a projection of the thing that holds the most sway in your heart." the Contemelia explained.

"Then why am I seeing three masses of energy?" Skurd asked, slight fear in his voice.

"A genetometaphomorphic. How interesting." the Contemelia noted.

"We just blasted all the way back in time to clean some psycho clockman's clock, and that's what you find interesting!?" Heath exclaimed.

"Do you have anything to do with our other guest?" another of the Contemelia asked with a slightly annoyed and bored tone, as if he had much better things to do than answer the questions of lifeforms lower than him.

"Maltruant? Where is he?" Gil asked urgently.

"Why haven't you tried to stop him?" Robecca asked.

"What can he do? He is as inconsequential to the experiment as you are." the third Contemelia said firmly; he and his three compatriots then turned and left Ben and the Monsters to return back to their work.

"You'd think they would have remembered this whole mess after the last time we went through it." Skurd mumbled. "Then again, they probably aren't the same Contemelia as before." he added as an afterthought to himself.

"They are no help," Jinafire sighed, a puff of smoke escaping her teeth. "We need to move."

"What experiment?" Ben asked loudly.

"We are about to create the universe," the lead Contemelia informed them, turning around in his seat. "The countdown has already begun."

"How are they going to do that?" Draculaura wondered, stunned. "I mean, it's the universe! How does someone create the universe!?"

"Using the Anihilaarg, that's how." Ben said simply.

How do you know about the Anihilargenesistoriafimiaorgost?" the lead Contemelia asked, curious.

"Maltruant has one of his own that he's gonna use!" Frankie practically yelled, finally glad that they had the Contemelia's attention.

"Interesting." the inter-dimensional being hummed. They were all suddenly consumed in a bright flash of light as they were briefly erased from existence. Everyone of them, Ben, the Contemelia, and the Monsters all popped back into existence into another room near the bottom of the ship. Bronze braces that looked like the veins in a body lined the walls, machinery crammed between them and leaving the main area clear; a large canister that stretched from ceiling to floor was positioned at one end of the room. And none other than Maltruant was standing there, slipping out the old Anhilaarg for his own, twisted version that would make the universe into whatever he desired it to be.

"Ah, a second too late as usual, Tennyson." Maltruant remarked with a sadistic and almost playful tone. "And, three alternate versions of myself! Come, we shall relish in the victory together!" he proposed to the Contemelia.

"Do something!" Abbey snarled at the three Contemelia.

"The Contemelia?" Maltruant cocked an eyebrow.

"That extra-dimensional field protects us from the upcoming release of energy," the lead Contemelia stated calmly. "It is impossible to breach or turn off."

"Agh! Well if you're not going to do anything, I am!" Ben announced loudly with a seriously annoyed tone in his voice. "Guys, ghouls, you keep Maltruant busy while I find a way through that field." Ben instructed as he ran over to the tube; the Monsters grinned maliciously and charged at the rogue Chronosapien, eager to do some damage.

"Haven't you learned that your attacks are fruitless?" Maltruant seemed to grin sadistically, raising his hands and preparing to slow down his approaching opponenets. His victory was so close, he could almost taste it, it was so sweet! Finally, after a millennium, he would see the universe as it was intended to be created!

Except nothing happened.

"What!?" Maltruant cried in shock Abbey charged forward, yelling at the top of her lungs and slugging him in the chest twice and sending him skidding back.

"Clockman's powers are time based, no?" Abbey cocked an eyebrow with a confident grin. "Too bad that time has not begun." Maltruant gulped and quickly brought up his arm to cover his face as Jinafire came soaring through the air to deliver a flying kick and only to bounce off of the Chronosapien's body. With a low growl of impatience, Maltruant blocked another strike from Abbey before punching her in the gut, sending her skidding away a couple of feet and only to be replaced by Nefera as she slashed her swords across Maltruant and succeeded in leaving deep scratches on his metallic skin.

"This is for all the trouble you've caused us!" Frankie yelled, charging forward and drawing back a fist as her bolts crackled with electricity. Before the rogue Chronosapien could hope to block the shot, Frankie punched him in the center of the glass circle on his stomach with everything she had, sending massive amounts of energy coursing through his metal body and blowing him back straight into the wall.

With a loud roar, Maltruant pulled himself free and charged forward as fast as he could, managing to catch up to Gil and send him out of the fight with a quick back handed swipe to his glass dome that sent him flying. Draculaura was sent sprawling as she attempted to strike from above and missed by just so, rolling across the floor and coming to a stop as she caught her breath. The Chronosapien kept a descent distance from Heath, lest he be melted, and went after Jane, attempting to stomp down on the violet cobra that slithered under his feet while dodging Venus's whip and swatting Robecca away from his head.

"Would you like me to give it a go?" Skurd hummed as Ben cycled through nearly half of his roster, desperately searching for an alien that could help him now.

"Meh, what difference does it make?" Ben shrugged, relinquishing control over to the Slimebiote and waiting patiently as he slithered his little green tentacles over the watch face. "Viola!" he announced triumphantly. Ben gave a confident smile and slapped the activation button, relishing in the feeling of the Omnitrix as it changed him; for all he knew, it might be his last. His skin turned a chrome white in color and became cold and hard to the touch, much like a sheet of metal as his arms expanded and bulked up. The first part on either of his arms, just below the elbow, became see through like glass as a toxic green started glow within the cylinders, bubbles bouncing around inside his shoulders became massive and rounded. His neck thickened as his head shrank slightly and reshaped itself into a cone shape as green ridges formed around the see-through tank on top that also held a toxic looking liquid inside. His chest bulked out as artificial muscles piled themselves on top of each other, racing down his legs as his toes melted together into a single, chrome white foot. A round, glass window suddenly appeared on his chest, looking very much like the Omnitrix itself with the bright, greenish glow as Skurd and the actual Omnitrix appeared on a green and white belt, completing the transformation.

"Holy Sphinx! Atomix!" he cried happily. The large alien quickly strolled over to the side of the glowing canister and drew back a glowing, green fist, slamming it into the barrier; despite appearances, he felt the field give a small amount, bending inwards before bouncing back. Atomix grimaced and drew back his other fist, driving it forward into the barrier, punching it repeatedly before resulting to a new move.

"Nuclear Beam!" he announced, stepping back a few feet and raising his palms, a blast of bright green, nuclear energy shooting outwards and slamming into the barrier without effect.

Nefera gritted her teeth and struggled to hold her swords in place, protecting her head as Maltruant relentlessly pummeled his large fists against the blades. Around her were several of her unconscious comrades, the only ones left operational being Spectra, Hoodude, Heath, Abbey, Robecca, and Frankie; Jane lay off to one side, trapped halfway between her original form and that of large bird of prey; Gil's helmet suffered severe cracks, water slowly dripping onto the floor as Jinafire's hair soaked up the mess, her fingers twitching slightly; Draculaura's chest was heaving in and out at a rapid pace with Venus's frame carelessly thrown over her.

"Take that, ya wanker!" Robecca yelled angrily, zooming up to Maltruant's face and blasting a cloud of noxious smoke from her rocket boots into his field of view.

"Interesting." the Contemelia noted.

"Is that all you can say!?" Spectra shouted irritably, driving one of her blades into Maltruant's back without much affect.

Atomix stopped for a second to catch his breath, nearly to the point of exhaustion; the extra-dimensional field hadn't budged in the slightest, and time was quickly running out. The loud click of a hatch being opened came to his attention, signaling time was almost up. "It can't end like this!" Atomix panted before Skurd suddenly slithered a large portion of his slimy body over Atomix's right arm. "What are you doing, partner!?" Atomix yelled.

"Making a point!" the Slimebiote declared. "I forgot you have Celestialsapien DNA in this thing! So elusive!' he added as a dull green light consumed Atomix's arm, an inky black limb traced in a bright white with star-like patterns placed haphazardly across the arm; a sharp and nicked sword forged of the same material appeared in Atomix's new hand, and slight grin came to his otherwise motionless face.

"Partner, you Gooey Genius!" he declared.

"I dabble." Skurd shrugged as Atomix drew back his arm and thrust the blade forward, the tip just barely cutting through the extra-dimensional field. With a strangled grunt, Atomix shoved the sword forward even more, forcing the hole even wider before grabbing onto it and pulling back making an opening big enough for his other hand to slide through.

"Impossible!" Maltruant exclaimed upon noticing, stopping just before he would have slugged Hoodude in the face.

"Interesting." the lead Contemelia remarked, clearly intrigued.

Atomix struggled to keep the barrier open, the property's of its design forcing the hole closed millimeter by millimeter. The Anihilaarg glowed an ominous blood red in color, the red circuit designs across its face glowing brighter as the time neared. "Friends! Lovers!" Atomix cried with alarm.

"It has been an honor to fight at your side, Ben." Jinafire groaned, coming back to reality a few precious seconds too late. The others were waking up to, only to be greeted by the site of agonizing defeat and utter annihilation instead of the joyous victory they fought so hard for.

"NO!" Atomix cried as the Anihilaarg suddenly fell, his chrome colored fingers just an inch away from grabbing it and saving all of existence from utter nonexistence. With a sudden desperate move, Atomix shoved himself through the hole he managed to create in the extra-dimensional field and fall down after the tumbling Anihilaarg, desperately trying to reach it as the force field closed behind him, cutting him and his loved ones off.

"BEN!" Frankie screamed.

"You vermin!" Maltruant roared, throwing Hoodude and slamming his fists into the field to no avail.

Frankie, Nefera, Spectra, and the rest of the guys and ghouls all rushed up the field, desperately trying to catch one last look of Atomix as he fell after the Anihilaarg. Tears were starting to fall down Jane and Spectra's faces as the ghost tried desperately to phase through the extra-dimensional field without success. She then quickly tried for the floor, the walls, the ceiling, even the portholes that allowed one to view the outside, but all of them never allowed her access to the outside; for once in her undead life, she was absolutely helpless to help a loved one in need, left to stare after them and watch as they perished while she lived.

"Well, he had a good run, didn't we, old friend?" Skurd sighed with defeat.

"Agreed," Atomix surrendered. "Apologies for calling you a Booger Sack." he added as the Anihilaarg paused in mid-fall, defying the nonexistent laws of gravity and physics for a split moment as the top opened up on a hinge and a bright red beam shot out into the white abyss before being sucked back into the device as it collapsed in on itself in a small and ever expanding black hole.

"You never called me a Booger Sack." Skurd noted with suspicion.

"I thought it!" Atomix shouted as the black hole, with absolutely nothing to suck in collapsed back in on itself before suddenly giving an enormous eruption or dangerous red energy and expanding outwards at a rapid pace.

"I can't believe my last words are Booger Sack!" Ben wailed as the bright red light consumed him, Skurd, the Omnitrix, and every little piece of scrap metal floating over in the void and incinerating them as an explosion of indescribable magnitude rocked the white void, literally shaking it the nonexistent core.

"BEN!" Frankie cried, sliding down the side of the tube and onto the floor, sobbing.

"HE FAILED!" Maltruant cackled madly, his victory. "I have dreamed for millennium of this moment! An entire universe in my image!" he cried happily, strolling over to the nearest porthole to view his handiwork at what he would soon become ruler of.

His delight quickly diminished upon seeing something odd: the blast, the Big Bang was dissolving! It was shutting down, dying out, as if being reversed and rewinded by some all powerful TV remote! There was no new universe, no new galaxies, no new planets or stars to rule, just empty white space!

"What is happening!?" Maltruant cried with horror, turning to the Contemelia, the only suspects capable of such events. "You are supposed to be observers! You are not to involve yourselves in any events that transpire!" he cried incredulously, wanting to believe they were the reason he had failed.

By now the guys and ghouls had noticed the anomaly, watching with stunned hope as they watched the Big Bang die down and condense back into the bright ball of swirling red energy that pulsed and throbbed with every passing second as it somehow flew straight back up towards the ship, aiming for the hole it had been released from, the entire chamber lighting up and dancing with all the shades of red as they all started at with awe, horror, and disinterest.

"What are you doing!?" Maltruant cried with terror, not wanting to believe what was happening was occurring. Because it could only mean one thing and one thing only . . .

"We are observing." the Contemelia stated, as if it were the most obvious thing in the world.

The room flashed brightly for a few heated seconds before dying down slightly enough, the pressure of energy inside of the tube making the sides pump and bend outwards slightly, allowing enough of the light to die down for everyone to get a good look at why things had turned for the better for everyone but Maltruant.

There, hovering inside the extra-dimensional tube with the Big Bang held tightly between his plugged fingers was a Condcutoid struggling to keep the massive amount of energy coursing through its body and fingertips from going supernova; a familiar symbol was plastered on the alien's chest, glowing brightly with a certain Slimebiote shielding his beady eyes from the blinding light.

"Ben?" all the Monsters wondered in unison, unable to believe their eyes.

Feedback didn't acknowledge them, concentrating too hard on keeping the Big Bang contained to notice them. It was then that Spectra noticed that the Omnitrix was glowing more brightly than it had ever been before, suddenly consuming the Conductoid in a bright green flash of energy and bringing a large Teramand back out into the world.

"What's happening?" Jane asked worriedly.

Four Arms. Ripjaws. Heatblast. Wildmutt. XLR8. Diamondhead. Grey Matter. Stinkfly. Upgrade. Cannonbolt. Wildvine. Ghostfreak. Blitzwolfer. Frankenstrike. Snare-oh. Upchuck. Ditto. Eye Guy. Way Big. Swampfire. Echo Echo. Humungousaur. Jetray. Big Chill. Brainstorm. Spidermonkey. Goop. Chromastone. Alien X.

"It's the Omnitrix . . ." Robecca gasped.

Lodestar. Rath. Nanomech. Water Hazard. AmpFibian. Armodrillo. Terraspin. NRG. Clockwork. Shocksquatch. Fasttrack. Chamalien. Eatle. Jury Rigg. Bloxx. Gravattack. Crashhopper. Ball Weevil. Mole-Stache. Walkatrout. Pesky Dust. The Worst.

"It's overloading!" Heath cried, throwing himself to the floor. "Hit the deck!"

Kickin' Hawk. Toepick. Astrodactyl. Bullfrag. Atomix. Gutrot. Whampire. Arctiguana. Buzzshock. Phobos. Overflow. RazrEdge. Mindmesser. Teleportail. Brains. Brawn. It seemed the Omnitrix couldn't make up its mind about which alien was perfect for the job, which form would be better suited to save the universe from utter destruction before finally settling on Feedback once more.

The extra-dimensional field somehow managed to open up once more, as if sensing the need to release it's supercharged prisoner, and Feedback floated back out into the chamber with the Big Bang pulsing more violently between his fingertips as the sheer amount of energy coursing through his body kept him aloft.

"You can not do this!" Maltruant argued.

"You're the one who wanted his own Big Bang," Feedback snarled as he and Skurd glared defiantly at the rogue Chronosapien; the guys and ghouls merely watched with awe and confident smiles on their faces as Maltruant's end no doubt neared. "And now, you're gonna get it!" he yelled angrily, thrusting his hands forward and blasting out the massive amount of energy coursing through his body at Maltruant, the blood red energy turning a bright green in color as it hit the rogue Chronosapien.

"NOOOOOOOOOOOO!" Maltruant howled as the he struck, the crackling green energy dancing across his rotund, metallic body and working its way inside of him, slithering over his gears and pistons and up his windup, increasing in magnitude until the pressure was too great. With a final roar of defeat, Maltruant was suddenly compacted into a tight ball and exploded!

With a satisfied grin on his face, Feedback dropped back down to the ground and landed on his feet before collapsing to his knees, the Omnitrix timing out as Ben now tried catch his breath, utterly exhausted. "And that, as they say, is that." Ben sighed, crushing Maltruant's modified Anihilaarg underneath his foot.

"Oh, thank Ghoul you're alright!" Frankie cried, suddenly tackling him to the floor and hugging him tightly. "I thought I was going to lose you!"

"Careful dear girl. Any tighter and you will lose him." Skurd chided.

Frankie ignored the Slimebiote and hugged Ben tighter as the rest of the guys and ghouls all gathered round to make sure Ben was alright, hugging him tightly once he reassured he was fine and might only pass out from lack of oxygen if they squeezed him any tighter.

"Don't ever do anything like that again!" Spectra yelled angrily, slapping Ben across the face before holding him tight again.

"Geez, for someone who can pass through solid objects, you sure pack a punch!" Ben winced, rubbing his sore cheek.

"I thought you were . . ." Spectra trailed off, not wanting to say the words.

"Nah, I always figured the Omnitrix had a fail safe that wouldn't let me die, and sure enough, it kicked in right before the Big Bang started," Ben smiled, pecking Spectra on the cheek before starring down at the watch face lovingly. "Gave me just the alien I needed."

"Your recklessness never ceases to amaze." Skurd drawled.

Ben rolled his eyes before he felt Spectra smash her lips in his, pressing her body to his own and pulling him in tight. Ben was stunned for a few seconds before deepening the kiss, circling his arms around her translucent waist and pulling her in, enjoying her embrace as everyone else gave them a mischievous smile. "You may be reckless," Spectra smiled, ending the kiss and resting her head on his shoulder, looking up at him with love in her deep indigo eyes. "But I still love you."

"Love you too." Ben smiled, pecking her forehead as Jinafire, Robecca, Venus, Frankie, Nefera, and Jane crushed them both between their warm embrace. Finally, after so much fighting, so much loss, so much horror, it was all over. They were altogether, and nothing would tear them apart.

Heath sighed and watched Ben and ghouls longingly; as much as he would have liked to have had his own harem (on several occasions he had actually attempted this and had not only been suspended from school from a week, but his face was so swollen and beaten up you could hardly recognize them), he knew he would be lucky enough to score even one girl. And whoever that girl was would have to be highly tolerant of his goofiness. He trailed his eyes back over to Abbey, who was watching her friends with a small smile before she caught sight of Heath looking at her. Heath quickly glanced away, sweating nervously at what Abbey might do to him if she caught him starring at her.

"Something wrong, Hothead?" Abbey asked him, walking over to him and putting a hand on his shoulder; the fire elemental was now sweating buckets.

"Uh, n-n-nothing's w-wrong, babe! Abbey! I-I meant Abbey!" he quickly corrected himself, praying silently Abbey would let him keep his family jewels intact.

"Abbey let irritating nickname drift off on iceberg for now," Abbey smiled, suddenly leaning forward and pecking Heath on the cheek. "Who know? May actually answer to it." she added with a smile small before walking away; a triumphant wolf howl and smell of a raging inferno met her ears as she turned her attention away from Heath.

"Ahem."

With celebrations and reunions out of the way, everyone turned to stare at the three Contemelia, who had remained absolutely silent and observant through the whole ordeal, not having said a word as they watched the heroic young teens hug and kiss each other to death.

"Would you like to see the creation of your own universe?" the lead Contemelia asked, bending over and picking up the Anihilaarg, the real Anihilaarg in his hand (page, wire, sleeve, as the case may be). "It seems this one may be the most interesting one yet." he added with a smile.

The guys and ghouls eyes widened and they all nodded in unison, scurrying over to the port holes to watch the stunning event as the lead Contemelia walked up to Ben as he climbed to his feet.

"It seems only fitting that you do the honors." the Contemelia said to him, holding out the Anihilaarg for Ben. The watch wearing hero, Bane of Vilgax, Victor of the Highbreed Invasion, Destroyer of Malware, Master of Khyber the Huntsman, Scourge of the Deathless Incursean Empire, Bane of Albedo, Nemesis of Zs'Skayr, Champion of Maltruant, and Wielder of the Omnitrix, smiled and took the Anihilaarg in hand, walking over to the still open containment field and dropping it down the open hatch as the extra-dimensional field closed once more and he rushed over to the portholes next to his ghouls.

Frankie quickly took his hand as the Anihilaarg fell down into the white void before exploding as its tampered counterpart had before. Only this time, it exploded into huge supernova of thousands of colors, more than the rainbow could ever hope to contain or create. The guys and ghouls watched with stunned and astonished looks on their faces as the universe formed before them, flashing into bright lights as galaxies were birthed, planets were formed, stars began to glow, and the rest of the unused material gave off a stunning glow that would never die down for millions of years. It was so beautiful, so stunning, so utterly magnificent, one could not hope to ever find something so beautiful in all of existence no matter how long they searched for it.

"This is the most amazingest thing anyone could ever see." Ben breathed as Frankie squeezed his hand tighter and rested her head on her shoulder.

"'Amazingest' is not a word, luv." Robecca told him, leaning against his other shoulder as Ben wrapped his arm around her copper frame.

"Do you have a better word for it?" Ben smiled.

"No." Robecca replied after a few moments of thought.

A sudden beeping sound caught all of their attentions away from the magnificent light show below them as several of the large braces that held the room together suddenly slid open, their hatches sliding downwards to reveal thousands of tiny little capsules embedded into the walls. Inside each capsule, oblivious to the world around them and swimming in endless little circles were thousands, if not millions, of tiny, little Slimebiotes all nearly identical to Skurd.

"More of me!" Skurd cried with desperation, oozing his little tendrils clear across the room and dragging Ben with him as he went in for a closer look. "I thought I was alone in the universe!" he added with a relieved sob.

"No," the Contemelia reassured him with a kind smile. "Your species is the most important in all of creation. For eons, these Slimebiotes will carry, gather, mix, and deposit DNA across the growing universe." the inter-dimensional alien told them before reaching behind him and opening an empty container. "Would you like to join your ancestors? It seems you have forgotten who you are," he said with a light chuckle. "Which is understandable after millions of years."

Skurd blinked and looked at the empty capsule in the wall, tracing his beady little eyes up at the rest of the Slimebiotes as they starred down at him, wondering why one of their own was strapped to the wrist of such a large and ugly looking being. Skurd studied them for a moment before looking back at Ben, looking at the guys and ghouls, and all the friends he had made along the way.

"When I first met, I saw you nothing more than a free lunch," Skurd admitted, his voice cracking slightly.

"Are you talking to me or the Omnitrix?" Ben asked with a joking smile.

"If I hadn't found antagonizing you so much fun," Skurd continued. "I . . . would have stuck with you. Thank you for everything, dear boy."

Ben gave Skurd a sad smile and moved his hand towards the empty capsule, his knuckle just barely touching the container as Skurd detached himself from the Omnitrix and hopped into the waiting container.

"You about this Skurd?" Ben asked, earning an assured nod from the Slimebiote. "Thank you, Skurd. I owe you my life." Ben said farewell, closing the tiny capsule and ending one of the most grueling, most annoying, yet worth it friendships he had ever dared to forge.

"And I owe you mine." Skurd gave a mouthless smile.

"Good-bye, Skurd!" Draculaura cooed, waving farewell as everyone said their own good-byes.

"Thank you, all," Skurd addressed them. "It has been an honor to serve with you all." he said as the hatches rolled back up and Skurd vanished from sight. There came another loud beeping as everyone rushed back over to the portholes of star ship, peering with their eyes as a cloud of greenish, little dots fell lose from the bottom of the ship and out into the newly born universe.

"There's Skurd!" Hoodude pointed out, jamming a cloth finger at one of the billions of little dots; if one looked close enough or had eyes sharp enough, they would indeed see their Slimebiote friend slithering off to seed life across the growing universe, the Omnitrix symbol on his head disappearing from view.

"Well done, Benjamin," an old, warm voice greeted them.

Everyone whirled around to see Professor Paradox step out from a swirling portal with a grand smile on his face. "I knew you wouldn't fail." he added.

"I knew it too." Ben smiled confidentally.

"You did?" Venus asked, Ben throwing her a look before everyone burst out laughing.

"See, Maltruant is stuck in a Time Loop," Ben began to explain, bending down to pick up one of the larger pieces of Maltruant that had been carelessly thrown everyone, the main spring if Ben remembered correctly.

"And he is doomed to failure, over and over," Paradox continued, taking the spring from Ben's hands. "Every time he pulls himself together, he returns to the Beginning of Time and is defeated by Ben!" he said with a chuckle. "We gather up the pieces of Maltruant and scatter them across the universe. And the loop begins again."

"Ugh, my head hurts!" Hoodude gripped. "Who knew having stuffing for a brain could be such a problem?" he joked, earning a laugh from everyone.

"The only person who doesn't know about the Time Loop is Maltruant himself," Ben remarked, picking up the windup key that would have sat on Maltruant's head and handing it to Paradox. "And you, I guess." he added to Hoodude, earning another laugh from the group.

"Mr. Paradox?" Robecca asked nervously. "If I may venture, why did you refer to yourself as 'we'? Is there not only one of you?"

Paradox's smile actually seemed to broaden at the question. "Ah, I was wondering when you would ask that, Ms. Steam. I am, in fact, working with another party. The Time Walker of his set of dimensions, to be precise."

"Who are they?" Robecca asked. "Can we meet them?"

"All in due time, my dear," Paradox smiled. "But first, the author must break for a very important announcement. Afterward, you shall meet my mysterious friend."

"You make that sound as if we're inside of a story." Venus said suspiciously.

"We may be, we may not. Certain laws and matters prevent me from telling you for certain." Paradox smiled.

* * *

**Hey, everyone. I suppose you're wondering why I have interrupted the awesome flow of my story to plague with a surprise author's note (mainly because more than half of you don't read the author's notes anyway, which would explain why I don't have many entries for my Nemetrix contest). I assure you, this is no April Fool's joke. Recently, as in four days ago, a dear friend of mine by the name of ****Axle the Hedgehog ****attempted to commit suicide by getting run over a car in the middle of heavy traffic.**

**The entire reason why he tried to do this, was because of something between his friends on this website.**

**I am heavily ashamed that such dastardly acts have been committed on this website by these people. While I am one to judge, and am not sure where he and his friends now stand, I am utterly appalled. This website is supposed to be a safe haven for people who simply want to write stories for fun or who have no where else to go and need to build themselves back up. This kind of behavior is completely unnecessary; this website should be used for happiness, not hatred.**

**So when you're done reading this story, go over to ****Axle the Hedgehog's ****profile and read his story ****Gwen 10: The Omniverse War ****and show him some love. Do it not because I told you to, not because you obligated to, not because you'll feel guilty if you don't. Do it because this person needs help and needs to be shown that they matter to others.**

**And now, back to our irregularly scheduled program.**

* * *

"A most unfortunate turn of events indeed." Professor Paradox hummed with disappointment. "So hard to believe that the people you call your friends can suddenly turn on you."

"What's he talking about?" Draculaura whispered.

"I have no idea." Ben murmured back.

"Now then, I suppose we have waited long enough," Paradox smiled, looking at the metal gauntlet that was his right hand. "He should be along any second now . . ."

As if on cue, a bright purple colored portal appeared next to the Professor, opening with a loud and celebratory roar as a figure stepped out of it and back into reality. He wore a black and white pinstriped vest over a white dress shirt with dull brown colored pants and shining black shoes polished to their fullest. His skin was slightly tanned and, similar to Paradox, had his left hand missing only to have it replaced by a strange, bronze limb that looked like a cross between a sort of gauntlet and skeleton. On his head, he wore a top hat with a pair of goggles around the brim and he had a full mustache that made him look quite intelligent. But it was the eyes that caught everyone's attention as he twirled a timepiece topped cane around in his fingers; they twinkled like the newly born stars, as if they knew something everyone didn't.

"Always with the time puns, eh, Paradox?" Hexiciah Steam chuckled as the portal closed behind him.

"My poor punch lines do not seem to be the important matter at hand, Hexiciah." Paradox smiled.

"DAD!" Robecca practically screamed shooting off on her rocket boots and slamming in her father, hugging him tightly and never wanting to let him out of her sight.

"It's good to see you again, my daughter." Hexiciah smiled, returning the hug and stroking his daughter's hair. "You are in remarkably good condition since the last time we met." he continued with a smile.

"Oh, Dad! I'm fully capable of maintaining myself!" Robecca protested childishly. "But what happened to you? Where did you go? Why are you here now?" she asked desperately.

"Ah, so many questions, so little time." Hexiciah sighed.

"Now who is the one making the time jokes?" Paradox raised an eyebrow with amusement.

"Wait, wait, hold up," Ben said, pinching his brow and rubbing his throbbing temples. "This is you dad, Robecca?"

"That I am," Hexiciah bowed, tipping his hat to Ben. "And you must be Ben Tennyson, correct? I've heard much about you from my friend Paradox."

"Dad. What happened to you?" Robecca asked.

"To put it quite simply, I fell out of time and reality," Hexiciah explained. "I was trapped for a couple millennium in this dimension, slowly going insane. After a couple more millennium, I got tired of that and became sane again."

"And let me guess: you learned the inner workings of time and became a Time Walker, am I right?" Ben guessed.

"I suppose it is a rather clique, considering my colleague suffered the same fate, am I right?" Hexiciah chuckled. "Either that, or you have a rather fine head on your shoulders!"

"I've always thought so?" Nefera smiled, kissing Ben on the cheek and turning him a deep shade of red.

"Agreed. He shall make a fine husband for my daughter!" Hexiciah announced proudly; every but Ben's, Robecca's, Hexiciah's, and Paradox's jaws dropped to the floor in shock.

"Did he not tell you?" Hexiciah asked, cocking an eyebrow. "The Professor and I meant once in the past, before I became a Time Walker. That reminds me, how is that gear doing?" he asked Robecca.

Robecca's expression immediately fell, oily tears starting to form in the corners of her eyes. "Zs'Skayr drained it. It's useless." she sniffed, slipping her hand underneath her shirt and popping her hatch open wide enough for her to slide her hand inside and pull out the mentioned gear to show her father.

"I was going to use one of my wishes to restore it," Ben told her. "But then, ya know, we left and everything and then . . ."

"it's alright, luv," Robecca sniffed, smiling sadly. "I always knew I never be able to savor the joys the raising a family. I've come to accept that." she continued, leaning into Ben's frame and starting to sob a little more, steam pouring out of her ears at acting like this in front of her friends and her father. Ben held her tight, running his hand up and down her back to soothe her.

"He certainly is worthy," Hexiciah noted happily. "But you shall have what has long eluded you, my dear."

"What?" Robecca asked, wiping her eyes and leaving black smears across her copper face.

"The gear has no limit," Hexiciah explained. "The rapscallion Zs'Skayr has tricked you, turning off the gear so that, in the event that you tried to use it, it would not work."

"The bastard." Ben cursed.

"Indeed." Paradox frowned.

"Well, since we are all agreeing on things, allow me." said Hexiciah, taking the gear from Robecca. Ben wasn't sure how the cyborg did it, but he quickly fiddled with some kind of hidden system or other before the gear gave a low whine and glowed a bright gold in color as he handed it back to his beyond happy daughter. Robecca quickly slipped the gear back under her shirt and back into her system before throwing her arms around her father and hugging him tightly, unable to ever forgive him.

"We'll be on our way soon enough," Paradox assured the Contemelia, who had been ignoring all of the action in favor of checking their instruments and monitoring the newly born universe. "Help me pick up the pieces of Maltruant, will you? We have a lot to do before I return you back to your friends."

"Who no doubt are worried sick about you," Hexiciah added before turning to Ben. "I expect you to keep her happy, dear boy. Don't make me have to come back here and give you a stern talking to. That, or give you an up close and person tour of medieval torture devices." he said to Ben, smirking slightly upon seeing Ben pale.

"Well, no sense in sticking around any longer, now is there?" said Paradox. "Onward!"

**And there we go!**

**Now for those of you wondering, this is ****not ****the end of the story! In fact, there are many other tales I've been meaning to work in to this story, all of which will be tied in together. However, for a limited time, I will be excepting ideas for 'episodes'.**

**Much like the actually TV series, there have been multiple filler episodes that have nothing to do with the main story line, but are still published with small hints at what will happen later on. While some people find these boring and senseless, I find them highly useful. So if you have any ideas for the plot of an 'episode', do not hesitate to PM me your idea (I would rather you PM me and not review, that way people will not plagiarizer or know what might come up next). If I find the 'episode' plot to be good enough, it will be posted here as a filler chapter until we get the final chapter(s).**

**But I digress.**

**As always, comment, review, suggest, and request down below. And hey, show ****Axle the Hedgehog ****some love and visit his profile and read his stories.**

**Hasta Luego! **


	36. A Triumphant Return

**Come one, come all to the newest and latest chapter!**

**Now for those of you wondering, yes the story is continuing. Like I promised, I would tie up all loose ends before ending this. And who knows? I might have enough loose ends to tie up so that the final chapter is posted on the 1st anniversary of this wonderful story. That's sort of a side goal for me, so lets see how that goes.**

**I mentioned this last chapter, but I'm not sure if everyone caught it or not, so here it is again. I am asking you, the viewers reading this story, to send me in your ideas for filler episodes before this story ends. I have ideas of my own, but I need more chapters to fill in the gaps between them.**

**So send me in your ideas for filler chapters, your very own 'episodes' per say, and I shall bring them to life for you and the world to enjoy! As long as it involves Ben and the rest of the Monster High cast, it will be excepted and examined. If it does not contain any of them, it will not be considered.**

**Another thing I have to say is actually from the suggestion of a friend by the name of _Zak Saturday. _They have suggested for a series of filler episodes to have the events of "Haunted" take place in my story. To solve this little problem, I've set up yet another poll on my profile asking whether I should do this or not. It's all up to you!**

**Now that that's out of the way, it's on to the story! As always, comment, review, suggest, and request down below! And hey, send in your ideas for 'episodes' while you're at it!**

**Onwards!**

"Are we ready to go home now?" Ben winced as Nefera carefully pulled a spear head from the back of his pants. "I don't think those Aztecs were too happy in finding out that Jetray wasn't a god."

"You think you had it rough?" Draculaura griped, yanking off a colorful headdress comprised entirely out of bird feathers. "You weren't the one that was almost married to their chief."

"As much as I would love to return you to your loved ones, Benjamin, our work is not yet done." Paradox smiled sadly; the group, consisting of Ben, Paradox, Hexiciah, and the Monsters were currently floating an empty, black abyss that the two Time Walkers claimed to be the space between the time eras, a sort of traveling space between the times.

"What are you talking about? We hid all the pieces of Maltruant, didn't we!?" Venus asked with an annoyed tone, her green skin covered in scratches and bruises, a couple of _Troodon _teeth embedded in her shoulder one of the nasty little buggers had bitten her.

"Indeed, Ms. McFlytrap," Mexciah told her leaning on his cane despite there being no floor of ground of any kind beneath them as they floated around in the endless space. "However, there is a small matter that only Ben can solve."

"Well, wherever he's going, we're going too." Frankie said firmly, all the Monsters agreeing with her.

"We expected as much," Paradox smiled. "Now, I'm sure some of you are familiar with a miss Elissabat?"

"EEEEEEEEEEEEEEEEEE!" Draculaura screamed happily.

"You could say that." Spectra smiled.

Paradox blinked as he uncovered his ears. "Yes, well, as my colleague well knows, Ms. Elissabat escaped from Transylvania to Londoom to escape her destiny as the next Vampire Queen. He should know, considering he helped her."

"An act I am sure she is most grateful for." Hexiciah added with a smile.

"Indeed," Paradox smiled. "However, Maltruant's affairs in messing with the flow of time as upset the balance of time in a few events, a sort of accidental reset button, if you will." the Time Walker explained. "Maltruant's meddling has reset certain events back to their original states, an outcome that is not very desirable for most parties, I'm afraid."

"What does this have to do with Elissabat?" Ben asked, folding his arms across his chest as he began thinking of how to handle the situation.

"Due to Maltruant's interference in the time stream, Ms. Elissabat will never leave the country of Transylvania for Londoom," Paradox explained. "And she will have then never have entrusted the Vampire's Heart to my colleague, which in turn will mean that both Ms. Steam will not exist, and Elissabat will become a puppet under Lord Stoker's control." At the mere mention of the vampire's name, several of the ghouls confused or curious looks turned into deep frowns and narrowed eyes.

"Me and Paradox will send you to the correct time line while we take care of smaller matters," Hexiciah jumped in. "You must make sure Elissabat comes to my past self and convince her to head to Londoom. If you don't, then the entire Monster World is at stake."

"Lord Stoker's really that bad?" Ben's eyebrows shot up.

"Indeed," Hexiciah said with a grim tone. "He will not stop until all other Monster species are underneath him.

"And the Normies?" Frankie asked.

"Vampire food." Hexiciah with a dark tone.

"Then lets get going!" Ben shouted impatiently.

Paradox gave a small smile as a swirling portal appeared behind him in the inky blackness of the endless void. One by one, Ben and the Monsters floated through the portal towards what they could only assume to be another one of their crazy adventures together.

* * *

They soon arrived in a large patch of dark forest, with the moon full and bright overhead. Monstrous pine trees reached with their sharp branches to claw at the sky as a heavy fog hung low over the ground and obscured anything more than ten feet away. A sharp mountain range rose in the distance, its pointed peaks swirling with foreboding snow storms. A pack of werewolves howled in the distance as Ben and the Monsters all stepped out into the frightful landscape to be greeted by dozens of blood red eyes starring at them hungrily.

"This is Transylvania, huh?" Ben mused. "Not too different than Anur Transyl."

"So, where are supposed to be going?" Heath asked.

"Leave it to me," Draculaura smiled. "I know this place like the back of my hand. Me and Elissabat used to be Beast Friends. Before, ya know, she left for Londoom and me and my family were chased out by an angry mob, but details, details." she shrugged happily.

"Oooookay then." Ben hummed. "Lead the way then."

Draculaura giggled and skipped down the foreboding road that ran through the dark forest, not the least bit off put by the many starring eyes that watched hungrily from the trees or the large spiderwebs that hung overhead full of several bundles that were still moving before large spiders came to deal with them. At one point, Ben heard the sound of leaves and twigs being crushed under feet and the sound of heavy panting all around him, as if something were stalking them as they moved along.

"So, uh, is there anything we should be worried about?" Ben asked Draculaura.

"Well, if you don't count the wild werewolves, the rabid gargoyles, dragons, wandering spirits, and the occasional angry mob, nothing much." Draculaura listed off as Ben's face got paler.

"And you had to deal with all of this when you lived here?" Ben asked with amazement.

"Well, the angry mobs were a problem, but everything else wasn't so bad. If you don't count that time a gargoyle accidentally stripped me of all my clothing and I had to sneak back home in my underwear . . ."

"OK, that's enough information!" Ben said quickly, his cheeks turning a deep red; it was bad enough if one of his transformations had become smitten with, but it would really put him in the dog house if he fell for her too. Especially where Clawd was concerned.

After an hour of walking or so, they eventually left the dark forest behind them, coming out into an open field. Leafless oaks dotted the landscape, like islands in a sea of cornstalks that seemed to be barely growing under the bright moon overhead. More werewolves howled in the distance, and the screeching of a colony of bats could be heard overhead.

"Anyone else get the feeling we're being watched?" Heath gulped as the moved along the road between the cornfields. His eyes caught on an old scarecrow nailed to a post in the middle of one of the fields, its pumpkin head starring at him with hollow eyes and jagged teeth.

"Hothead worry too much." Abbey scoffed.

"What about the time we were chasing Clawdeen's sketchbook and got chased out by an angry mob!?" Heath shot back.

"Hothead has good point." Abbey admitted. "Hope we do not run into mob of angry."

"You fool, you just jinxed us!" Hoodude exclaimed, attempting to do an impression of Skurd and failing horribly at it; the group gave a nervous laugh, but could not help that in some way or other that Abbey had indeed jinxed them. They seemed to have a knack for getting into all sorts of problems, be it with relationships and school life or dealing with a psycho Chronosapien hellbent on rewriting all of creation.

What is that noise?" Robecca asked suddenly. "I can't quite make it out."

The group paused to try and attempt to pick up on the sound that Robecca was trying to hear. Naturally, Jinafire managed to pick out exactly what it was; aside from werewolves, dragons had some of the best senses in the Monster world.

"It sounds like . . . yelling. And weaponry." she paused, her face scrunched up into confusion. "I don't know how that is possible unless . . ."

"Angry mob!" Gil yelled, jamming a finger in front of them. The group whirled around to see a small figure running towards, occasionally glancing hurriedly over its shoulder as it ran. Behind the figure was a large mass of bodies, all sporting all manner of weaponry; pitchforks, shovels, burning torches, rolling pins were among the few that Ben could make out. The figure suddenly cried out and tripped on a root in the road, falling to the ground and laying there, trying to climb to her feet. The burning torches illuminated her pale, almost white skin and her dark violet eyes beneath her shawl that kept her dark hair hidden from the world; Ben could just make out a pair of sharp fangs behind her lips as the angry mob converged on her, ready to hack and her to pieces.

"Elissabat!" Draculaura cried out, rushing to her friend's safety. Ben was faster however, charging forward as he turned on the Omnitrix and cycled through his roster before coming across a suitable transformation and slapping the activation button. His skinny figure suddenly swelled as hundreds of muscles piled on top of each other, sending his growing form upwards until he was more than twice as tall as his previous self. His fingers pulsed as thick veins appeared on his arms, sending alien blood through them. A second pair of eyes appeared above his own and every hair on his head disappeared. A short beard appeared on his chin that ran up to his disappearing earlobes as his jaw jutted out. Suddenly, a second pair of smaller arms burst out from under his own, still just fresh muscle and bone. Draculaura felt like she was going to be sick until rough, red, skin covered them. Ben's toes melded into two large claws as a row of small spikes appeared on his head and shoulders. A black undershirt with a green stripe down the middle as a pair of black pants appeared as two pairs of black fingerless gloves came out of nowhere on his large hands, finishing the transformation.

"Leave her alone!" Four Arms roared, bunching up his legs and leaping into the air to come crashing down directly between a struggling Elissabat and the angry mob.

"Ah! It's a bloody demon!" a voice from the mob screamed in fright.

"Demon?" Four Arms blinked. "I dunno about that, but I'm gonna make sure you all go to hell either way!" he shouted, charging at the group as several brave members rushed out to meet him. The Tetramand easily took out the first man, driving a large fist into his belly and sending him to the ground; Four Arms wretched the pitchfork from his hands and snapped it two, taking the metal head and snapping the middle prong off before bending the other two out and making a make-shift boomerang. He quickly threw it at the upcoming men and watched as the weapon spun through the air and whacked two of the men upside the head before returning to him, its victims dropping to the ground unconscious.

"Next!" Four Arms yelled, socking two of his fists into his hands. The people in the angry mob all shared looks at one another before charging forward as one big, infuriated group of villagers, readying to seek vengeance upon their fallen comrades and to destroy the vampire and demon in front of them.

"Aw, Sphinx." Four Arms pouted before rushing out to meet them, stopping long enough to tear a large tree branch off of a dead oak to use as a weapon.

"Elissabat!" Draculaura called, running towards her fallen friend and shaking her shoulder. The vampire groaned and slowly blinked open her eyes, her vision blurry from her fall and her entire body running for so long.

"D-Draculaura?" Elissabat breathed as Gil bent down to pull her foot out from under the root. "What are you doing here? And why do you look so much older?" she asked.

"I'm from the future," Draculaura explained. "I don't have much time to explain before Ben times out, so we have to get going!"

"Wait, who's Ben?" Elissabat asked as she and Draculaura climbed to their feet. "And who are all these other monsters? Are you fleeing with me?" she asked, addressing the rest of the group.

"No, Ben is currently the four armed creature saving our skins," Jinafire explained, pointing towards the Tetramand as he smashed two farmer's skulls together and moved onto a nasty old hag brandishing a rolling pin. "I say we make sure his sacrifice is not taken in vain and leave."

"Wait, who are you then?" Elissabat asked, completely confused as Draculaura moved her along at a quicker pace, heading back towards the dark forest.

"That's Jinafire, Abbey, Heath, Hoodude, Gil, Venus, Robecca, Nefera, and Frankie," Jane explained as they ran. "And I am Jane." she added with a small smile before focusing on an image in her head. The first thing about her that changed was her face as the bones thrust outwards into a furry muzzle, pushing her lips and nose out. Her eyes turned a dark gold in color as they melted a little towards either side of her face, still remaining on the front as her teeth ground and sharpened into fangs. Her neck thickened as muscles hooked themselves up to her changing skull and jaw to create a massive bite force. Her fingers shortened and fused together slightly as her nails turned into sharp claws as dark, almost black fur raced up her arms and legs to cover her person. Her shoes tore and her clothes ripped as muscle and fur pushed outwards, organs sloshing and squishing about inside her as they were forced to move into new positions. Her legs bent backwards, the bones cracking and grinding together as her feet turned into large, padded pauses and a long tail bone popped out from the base of her spine, becoming cradled in muscle and tissue before being covered in skin and then fur. Her ears became pointed and rotated towards the top of her head, completing the form.

"She's a werewolf?" Elissabat asked skeptically and with fear; vampires and werewolves normally had a very bad past.

"Shape-shifter." Venus corrected as she ran past. "Where were you going anyways?"

"I-I was heading towards a private dock off the nearby shore," Elissabat told them as she struggled to keep up. "I was supposed to meet Hexiciah Steam there."

"Good," said Robecca from the air, her rocket boots powering her along; Elissabat nearly tripped over a rock trying to catch a glance at her. "Do you have the Vampire's Heart with you?"

"Y-yes." Elissabat panted, patting a secure pocket in her shawl.

"Good," Robecca repeated. "Make sure you give it to Hexiciah. He'll be able to keep it safer than you possibly could."

"Are you questioning my ability to keep the Vampire's Heart safe?" Elissabat asked with a frown.

"No, luv," Robecca sighed. "What I mean is that Stoker won't think to look for the Vampire's Heart in Transylvania if he thinks it's with you."

"R-right. I knew that." Elissabat laughed.

Jane bounded ahead, her nose pointed towards the ground as the group started to tire a little. Her sensitive nose could pick out the tiniest of scents; the smell of fresh dew on the grass, the earthy smell of the pine trees, the noxious odor of their sap, the warning scent of animal dung in the woods, a smell that was similar to hers but seemed more savage in nature, it was all there for her to experience. She continued to sniff about, ignoring the scents of squirrels, owls, and werewolves, searching for a specific set of smells that would lead them in the right direction. And she soon found it: the salty smell of sea water, of rotting fish and seagull droppings, and the distinct odor of oil and grease.

The wolf gave a sudden howl and sped off away from the group down the trail, barking all the way as she tirelessly ran.

"Where's she going?" Elissabat asked.

"She's picked up a scent," Venus replied. "We must be getting close." Elissabat was about to say something, ask her rescuers some of the questions that buzzed around in her head like a cloud of bats trapped in a belfry when a loud roar shook the night and seven large bodies burst from the trees, quickly surrounding the group and cutting Jane off from the path. The guys and ghouls were quickly pressed together in a tight group as Elissabat began to tremble.

Each of the seven huge figures was covered in dark fur of ranging colors and wore shredded clothes depending on what genders they seemed to be. Furry tails flickered around at the base of their spines as they hungrily circled the group, access amounts of saliva and drool dripping from their razor sharp fangs. They stalked on half-bent legs, as if they were trapped in some horrific transformation, and razor sharp claws tipped their muscled fingers.

"Werewolves." Draculaura whimpered. "It had to be werewolves."

"Would you rather have it be dragons?" Nefera asked as she drew her swords and prepared to do battle.

"That's not going to work," Elissabat told the mummy. "Unless those blades are made of silver."

Jinafire muttered what sounded like a curse under her breath as she assumed a fighting stance, bending her legs and drawing back her right arm and slowly putting her left arm forward, giving a 'come-at-me' gesture with her fingers. The largest werewolf, what Jinafire could only assume to be the alpha, snarled and lunged forward, ready to kill the small dragon before it and turn her into a meal that would keep his endless hunger at bay for the time being. Jinafire merely sidestepped the attack and flipped up onto the werewolf's back, thrusting a pointed hand into a pressure point into the beast's neck and then springing off as it collapsed to the ground.

The pack of werewolves all roared and growled upon seeing their fallen alpha, ready to tear the offending monsters to pieces and feed off their remains until they came across their next meal. A werewolf lunged from the ring, leaping off its fallen leader and tackled Jinafire to the ground, pinning her legs and arms to the ground and negating all movement; the rest of the pack followed.

Nefera crossed her swords in front of her head, just barely blocking a swipe of a female werewolf's claws, pushing back on the beast before swinging one of her blades across the werewolf's chest and leaving a shallow cut; the beast's fur was like armor, and this worried Nefera greatly. The beast snarled and pounced on the mummy, pinning her to the ground as it tried to bite her head off repeatedly, always missing whenever Nefera twisted her head to the side.

Venus cracked her whip at a pair of werewolves, fending them off with a fallen tree branch. "Back! Back, you brutes!" she snapped, doing a very good impersonation of a lion tamer. The werewolves howled and snapped their jaws, backing up as Venus advanced forward with her flaming whip, unaware of the werewolf creeping up behind her until it grabbed her by the head and pitched her to the ground, her head dashing against a rock and knocking her out as the trio of werewolves went after the others.

Robecca hovered out of reach, providing cover whenever possible. Eventually, one of the feral werewolves got the idea to climb one of the tall pine trees surrounding them, jumping from branch to branch as it sought out Robecca, determined to send her crashing out of the sky in a small fireball. Robecca dodged a swipe of the werewolf's claws as she blew dangerously past the tree branch the beast had stationed itself on, opting to fly lower and to try and take out the ones on the ground. The werewolf in the tree growled and took a chance by jumping free from the tree and plummeting towards, catching Robecca off guard as it slammed into her and then shoved her into the ground, her systems shutting down from the impact.

And so it went. The guys and ghouls did their best to fend the werewolves off, landing a few lucky blows and hits that greatly hindered the beast's movements. But they were quickly over whelmed by the moon-fueled monsters; Heath was quickly taken out when his cockiness landed him in a ditch without his pants; Gil was taken out when his helmet was shattered, leaving him gasping for breath in a puddle in the forest floor; Abbey was the most difficult to tackle, nearly beating every single werewolf in the pack before four of them managed to hold her down, one of each of her limbs; only Spectra and Hoodude seemed to be untouchable, the first for obvious reasons and the second because they were naturally wary of him after one of their own had suffered a broken arm after he had fallen into a ditch.

Frankie ducked to the ground and tried to strike the werewolf's exposed underbelly with a jolt of electricity, but the creature was not to be fooled. As it jumped over her, it reached with a hand and grabbed her by the wrist, yanking her up off the ground as it touched back down to the earth and swung her against a tree, her limp form falling down to the ground as it moved on to Jane, tackling the wolf to the ground and pinning it there as Jane shifted back to her regular form with a groan; the werewolf blinked with surprise before giving her a toothy grin.

"Uh, nice doggy?" Jane gulped nervously, not liking the look the werewolf was giving her. The werewolf growled and inched its head down to her, licking her cheek and slowly, ever so slowly, moving its large hands away from her shoulders and towards her modest breasts, an act that greatly frightened Jane.

"Oh, Sphinx, someone help!" Jane cried, struggling to get herself free from the werewolf's grasp, attempting to shift her body to try and get away. But the werewolf seemed able to restrain her before she could change into something large enough to defeat it, jamming a hand down on her throat and cutting off her oxygen supply until she changed back to her original form.

"You will not touch another hair on her head, foul beast!"

The werewolf paused and turned its head toward the sky just in time to earn a knuckle sandwich to the face by a _very _ticked off Vladat. Before the werewolf could even fall to the ground, Whampire grabbed it by the shoulders and spun it around, throwing it into a second werewolf as it attempted to start snacking on Gil's dehydrated form. Whampire hissed and lunged at another werewolf, slugging it in the jaw and kicking it in the gut before drawing back his head and spitting something out past his fangs and at the werewolf's head.

"Get 'im, girl!" Whampire commanded, pointing at the rest of the werewolves. The werewolf, as much as it didn't want to, found it couldn't control its own body as it rushed at the rest of the werewolves, the Corruptura on its forehead negating any ability to gain control once more.

"Whaddya know? Ordering around henchmen _is _kinda fun," Whampire smiled, spitting out two more Corrupturas at two unaware werewolves and turning them against their pack. "Are you alright?" he asked Jane, bending down and helping her to her feet.

"F-fine." the shape-shifter said shakily. "That was too close for comfort."

"I can't really argue with that one," Whampire shrugged. "Mostly because I don't know what it's like to be raped."

"It's not a fun feeling, let me tell you." Jane shuddered. "If I'm gonna do that with anyone, I want it to be you and you alone."

"A comforting thought, I suppose," Whampire mused. "But I believe we have more pressing matters at hand." he said, pointing a claw at the remaining werewolves as the Omnitrix timed out.

"What about the angry mob?" Jane asked.

"More like the frightened mob, if you ask me." Ben cracked, turning to the Omnitrix and cycling through the roster before selecting one and slapping the activation button, the bright green light of the Omnitrix illuminating the dark forest. He felt himself taller and much more muscled as gray colored fur sprouted all over his body. His face bulged forward into a pointed muzzle, lined with sharp canine teeth as a black nose formed on the end. Organs sloshed around inside him and bones crunched and ground together as he felt said muzzle split into four ways and his fingers become longer and tipped with razor sharp claws that could easily slice through most objects. His toes melted into two, large talons as a third sprouted from his heel and a long, furry tail grew from the base of his spine. A mane of fur rose from the back of his neck as spikes rose from his elbows and shoulders. A green and black suit appeared on his body with green wrists bans and a collar around his neck with the Omnitrix symbol on it.

"Now its time to shut 'em up and shut 'em down!" Blitzwolfer snarled as the Corrupturas on the werewolve's heads shattered into pieces. The Loboan sucked in a deep breath as the pack, now only focused on killing the shape-shifting hero that defied them and made their hunt so difficult. The pack all roared and charged at once, hellbent on tearing the Loboan to shreds as they all prepared to pounce on him and feel his blood on their claws and teeth, his flesh between their jaws, and his life force slowly ebbing away.

"Cover your ears," Blitzwolfer quietly instructed Jane before his mouth suddenly split four different ways, exposing a double row of razor sharp fangs that went all the way down the carnivore's throat as a loud, ear-splitting howl rocked the forest, blasting the werewolves back from the sheer force of the howl and sending them back into the forest, toppling over a few trees in the process.

"Everyone okay?" the Loboan growled as Jane uncovered her ears.

"WHAT!?" Abbey yelled.

"Is everyone okay!?" Blitzwolfer repeated.

"WHAT!?"

"IS EVERY- you know what? Never mind." Bliztwolfer huffed.

"WHAT!?"

"Why do I even bother?" Blitzwolfer grumbled, stalking over to Robecca's fallen form and hauling it out of the ground and rapping a knuckle against her copper head. The robot girl shuddered for a moment, steam pouring out of her ears before giving a low groan; her eyes blinked open.

"Oh, my head," she groaned, clutching her aching cranium. "Remind me to update my systems when we get back."

"That's gonna require literally building an entirely different you." Blitzwolfer informed her.

"Not what I meant." Robecca told him, leaning against him as Nefera with Venus using her for support came stumbling up to them.

"Never fight werewolves during a full moon." Venus hissed, holding her head as sap leaked between her fingers; Blitzwolfer growled upon seeing the wound.

"I'll be fine, Ben," Venus reassured him. "Can't say the same for Heath though." she grinned, pointing towards the fire elemental as he hid behind a bush, not wanting anyone to see his boxers.

"Where are Elissabat, Draculaura, Spectra, and Hoodude?" Nefera wondered.

Blitzwolfer put his nose to the air, taking a deep sniff before pointing down the trail. "They're at the dock. If we hurry, we can catch them before Elissabat leaves." he told them as Frankie started to come to.

"Ugh. What happened?" she asked.

"Oh, nothing. We were just attacked by a pack of wild werewolves." Jinafire shrugged.

"You make it sound like we deal with this kind of thing every day." said Frankie.

"Ever since we met Ben, we might as well be doing it every day." the dragon smiled. "Now, shall we make sure our departed friends are alright?"

* * *

"Oh, where are they?" Elissabat worried; it wasn't that she wasn't in a hurry to escape the country and leave her destiny as the next Vampire Queen behind, but she was also concerned for her new friends. Or friends she was about to meet? Elissabat had to agree with the future version of her Beast Friend: time travel gave you such a massive headache.

Hexiciah Steam waited nearby, shrugging off the sudden appearance of mysterious monsters that seemed to know him already as if he dealt with it everyday. He also didn't seem to find the fact that they claimed to be from the future the least bit strange, a fact that confused the ghouls greatly as they waited by a small, old paddle boat that was moored up on a sad looking dock. Elissabat made no complaint about the remote location or the unsanitary conditions; the quieter and farther away she was from Stoker, the better.

"Don't worry, Elissabat," Spectra reassured her. "They should be along any second." she smiled, though the vampire could see the clear concern in her eyes.

A loud howl broke the night and Elissabat instinctively dove behind Hoodude, silently praying that the werewolves were just here to use him as a chew toy. The sound of feet slapping the dirt road repeatedly pounded in her ears, and it sound like there were twice as many werewolves than there should have been.

"You guys alright?" a deep voice asked.

Elissabat cracked open an eyebrow, thankful that she wasn't surrounded on all sides by savage, furry beasts that greatly wanted to turn her into a meal. She calmed her jittery nerves and stood up, daring a peek out from behind Hoodude to see her friends all in one piece, if a bit banged up; Heath was taking cover behind a bush for unknown reasons as Gil practically dunked his head into the water, thankful to have the small amount of oxygen the saltwater provided for his freshwater gills. Her smile of relief quickly turned into a frown of fright as her eyes caught sight of a large, burly, wolf-like creature standing behind the group, its furry tail wagging back and forth. Naturally, she did what all people who had had nasty encounters with werewolves in the past would do.

"AAAAAAAAAHHHHHHHHHHHHHHHHHHH!" she screamed.

"AAAAAAAAAAAAGGGGGGGGGGHHHHHHHHHH!" Blitzwolfer howled, clapping his claws over his ears. "My sensitive ears!"

Elissabat was struggling to get away from Blitzwolfer, clambering over Hoodude as he attempted to try and stop her from hiding on the boat.

"Pardon me, but should I interfere?" Hexiciah asked.

"YES!" Spectra yelled as she joined in. Hexiciah nodded and grabbed the struggling vampire from behind, pinning her arms to her sides and holding her place as Spectra slapped a hand across her mouth to end her screaming. "You can uncover your ears now." she said to Blitzwolfer. The Loboan sighed and uncovered his ears, thankful for the peaceful bliss.

"You remember Ben, right?" Spectra asked. "The guy who _saved your life_?"

Elissabat nodded.

"Well, that creature just happens to be him." Spectra told her.

"The _creature _can hear you!" Blitzwolfer grumbled.

"Now I am going to uncover your mouth," Spectra told the vampire in a calm tone, ignoring the Loboan. "And when I do, you are going to _stay quiet_. Got it?"

Elissabat nodded.

"Good." said Spectra as she removed her hand from Elissabat's face and Hexiciah released his hold on her. The vampire took a few short breaths to calm herself before speaking, cautiously making her way up to Blitzwolfer, the Loboan having to bend down to even come close to her height.

"I am sorry I hurt you," Elissabat apologized. "It's just that I've been running for so long and I didn't know who to trust . . ."

"Ah, don't be. Happens all the time." Blitzwolfer smiled as the Omnitrix timed out and reverted the Loboan back into Ben, startling Elissabat; Hexiciah's eyes widened and his lips tightened upon seeing the transformation, but didn't say anything.

"There. Not so scary now, am I?" Ben smiled.

Elissabat gave him a smile and took his hand in hers, giving it a good shake. "Well, it's been nice meeting you, but I have to get going. Londoom waits for no one!"

"You got that right." said Ben.

"Take care, Draculaura. I shall see you again someday." Elissabat turned to Draculaura, grabbing her into a hug. "Hopefully under more appropriate circumstances."

"You have no idea." Draculaura smiled.

"And thank you all." Elissabat turned to the rest of the monsters. "I wouldn't have made it this far without your help. I hope there is some way I can repay you for your services."

"Just make it to Londoom, okay, luv?" Robecca smiled as a swirling blue portal opened up behind her. Both Elissabat and Hexiciah's eyes widened upon seeing the anomaly, but by now they were use to seeing unusual things for the night.

"See ya later!" Hoodude waved good-bye as he and several of the ghouls stepped through portal, Heath making a choice to uproot the bush and make a mad dash for the portal, not even bothering to crack a joke to Abbey about seeing his underwear as he sped past her and into the portal.

"How long do you think that bush will last?" Ben asked Venus as they made their way to the portal; behind them Elissabat stepped onto the paddle boat as Hexiciah pulled away from the dock, Draculaura waving good-bye before following her friends towards the time portal.

"Not long enough," Venus smiled. "Now lets get home! I've had enough time traveling shenanigans to last a life time."

* * *

Skelita couldn't believe it.

Several of her friends and her boyfriend had just suddenly been incinerated by a mad Chronosapien. To be fair, said Chronosapien had also met a similar fate, but that did not change a thing. The closest people in her life next to her family had just suddenly disappeared from her life. _Forever_.

And the worst part was, Zs'Skayr was enjoying it. His chest heaved in and out as he cackled like a maniac, his arms raised towards the skies as he laughed. Laughed at her misery, laughed at his victory, laughed as the dark black night sky turned an ominous purple, swirling, dark storm clouds starting to slowly gather over head. The Ectonurite was relishing in his triumph as she mourned the loss of her loved ones. She began to feel her chest get hot and the mourning feeling start to ebb away as rage started to take hold of her. Skelita now thirst for revenge, to avenge her fallen friends and to make the cackling villain before her pay.

With a guttural scream of rage, she rushed at the villain and jammed her bladed staff into his gut, catching him off guard in his moment of triumph, and pinning him to the ground.

"MURDERER!" she screamed, tears starting to fall from her eyes.

"Dear child, it was not my fault Tennyson and his followers met their fate," Zs'Skayr said without concern, phasing through the ground and appearing to Skelita's right with scythe in hand. "Besides. You will be joining them soon." he grinned maliciously, swinging his scythe and ready to cut Skelita's head away from her shoulders.

Fueled by rage, Skelita raised her staff over her head, blocking the blow as she quickly lashed out with a leg and managed to catch Zs'Skayr in the chest, giving her enough time to whack him over the head with her weapon and second time before driving a bony fist into his face.

All around her were friends fighting for their very lives as they were slowly being overwhelmed by Zs'Skayr's forces consisting of twisted versions of Ben's Omnitrix aliens.

Normally, Neighthan was a peaceful guy. But now was not the time to be peaceful in any way. With an angry yell, he charged straight at a twisted Arachnichimp and lowered his head so that his horn was aimed right at the alien's chest as he skewered it right on his horn, not stopping as he skewered two more mutant's on his horn before tearing their corpses off of his head and using them as weapons to beat a mutated Vulpimancer into submission.

"This is for Heath!" Manny cried as he knelt down and rested his clenched fist on the floor of the warehouse, pawing the ground with a foot before charging forward and ramming his head into the gut of a Vaxasaurian, his horns cutting deep into the armored flesh of the belly. With a twist of his head, the minotaur pulled the turned alien to the ground and began to slug it repeatedly in the jaw, knocking several teeth lose and turned its face black and blue in color.

Cleo crossed her swords in front of her place, just barely blocking the punch of a turned Tetramand as it tried to slug in the face before driving a second fist into her gut, knocking her to the ground and coughing up a small amount of blood from the sheer amount of force put into the blow; her swords clattered to the ground a few feet away, just out of reach. Despite herself and situation, she found herself actually feeling something she never thought she'd feel before. What was this feeling that made her so . . . sad? Was it mourning? And if it was, who was she mourning? Was she mourning the loss of Frankie and Draculaura, two of her Beast Friends Forever? Was it Heath who, despite his stupidity and shenanigans, always managed to make her laugh? No, she found out it was neither of them. Sure, she missed them terribly, but wasn't their losses she was mourning. For some reason, her mind kept on returning back to one person.

Nefera.

Cleo never thought she'd see the day where she would actually _miss _her sister, to mourn her death and feel such loss. Her mind turned to the last few moments she had been with her sister, how she always covered her back when she was distracted. How she would constantly yell insults at her and tell her she never wanted to see her again. How Nefera never said anything, but took it word for word without spitting any insults back at her. Her mind turned to what had happened just seconds ago, when Nefera had suddenly grabbed her hand and dragged her towards Ben through the sea of mutants, cutting her way through the horde until they were safe.

In a way, Cleo was glad that she was still alive, that she still had a future to look forward to. And at the same time, she felt incredible sorrow, like she had never felt before; she would now have to go on living without her sister's presence in her everyday life, something she could hardly imagine. All her life, she simply wished she was an only child, that Nefera had never been born and had never had a chance to exist. Now, she couldn't bare life without her.

"Go on. Finish me," Cleo said to the Tetramand, as if it actually understood her. "I don't deserve to live." she said dramatically.

The Tetramand hissed and drew back one of its massive fists, ready to crush Cleo's bones into a pulp as she waited for the inevitable.

"Cleo! No!" Deuce cried, having just stoned a Lepidopterran; he was too far away to do anything to stop his girlfriend's death. All he could do was watch helplessly as she excepted her fate at the hands of the Tetramand as it powered its fists forward to kill her.

**SCLISH!**

Cleo cracked open an eye; she could still smell the stale scent of putrid blood all around, the strangled screams of mutants as they perished, the defiant yells of her friends they ended said mutants. This was not what she expected death to be like at all. She opened her other eye and looked around to see she was still in the warehouse, her bandages speckled with, black blood. She turned to see the Tetramand standing there in shock, looking at what had been its massive hand, now nothing more but a bloody stump with the decapitated hand lying on the ground, still twitching every few seconds.

Standing over her, breathing heavily and the entire upper half of her body covered in nothing but thick, black blood was Nefera, her eyes closed to keep the acidic blood out other vulnerable eyes.

"N-n-nefera! H-how . . ." Cleo stammered, her mind barely able to process how her dead sister was now standing before her, having just saved her life.

"It's good to have friends in high places," Nefera smiled. "And even better to have friends who know how to manipulate time." she pointed with a blood stained blade towards the sky and Cleo tilted her head back to see a large, swirling blue portal directly above her; Robecca flew out of the portal on her rocket boots to slam into a twisted Vulpimancer as it tried to attack Bonita from behind while Venus dropped out of the portal and cracked her flaming vine whips at a Lepidopterran and pulling herself onto its back to use it in battle.

One by one, more ghouls dropped out of the portal before Cleo's eyes; Draculaura wielding a pair of nunchaku with ease smashed in an Aerophibian's skull in; Jane somehow managed to turn into a lion, her loud roar shaking the warehouse as it pounced on Crüjo, apparently having some kind of vendetta against the Loboan; Frankie, alive and never looking better than now, landed on her feet and drove an electrified fist into a Vulpimancer's face, the poor mutant jolting and convulsing uncontrollably as hundreds of volts coursed through its body; Spectra flew out of the portal, delivering a knuckle sandwich to Kuphulu as he tried to choke Clawd, the Thep Khufan's bandages releasing their hold on the werewolf's throat as Spectra punched him in the back of the head; Jinafire came charging out of the portal, executing a perfect roundhouse kick to a Vaxasaurian's face before blowing a jet of flame at its head; Gil and Hoodude fell out of the portal at the same timer, Gil striking low and Hoodude striking high as they tackled a Tetramand to the ground and beat to a pulp; Heath fell out of the portal a few seconds, opting to run out of the warehouse with a bush around his waist, thought not before blasting a Lepidopeterran's wings into ashes; Abbey came roaring out of the portal wielding a dual pair of ice swords, decapitating a flock of Aerophibians as they lunged at her.

And last but not least, came Ben, with that ever present smirk of confidence on his face as he landed on his feet and turned to the Omnitrix, slapping the watch face without even looking at it. "It's Hero Time!" he cried as the green light washed over him, changing his DNA into something the world had never seen. Ben's skin slowly started to melt away, revealing dark red muscle underneath and multi-colored organs that sat on his skeleton. The muscle and tissue began to dissolve soon after the skin had vanished, the internal organs liquidating into a thick soup that pulled together into a glowing, green sphere; Cleo thought she was going to be sick. His bones began to blacken as his toe bones crunched and ground together into toe claws as a thin film began to form over his bones in a sort of suit of some kind. The soup that was his organs began to expand, gathering mass as the suit soon became whole and the organ soup exploded, filling with the space inside the suit and giving it an ominous green glow. A pair of black shoulder pads appeared on the alien's shoulders, a belt forming around his waist with the Omnitrix on it, completing the transformation.

"Bonez! I knew this guy would come in handy!" the Esqueletian boomed in a deep, raspy voice. Bonez narrowed his eyes and sucked in a deep breath before expelling it back out through his open jaws in the form of a noxious, toxic beam of radioactive energy. Every single mutant paused to gaze upon the bright light moments before it touched them and incinerated them on the spot as Bonez swept the radioactive beam back and forth through the sea of mutants, cutting down their numbers until they were almost nonexistent.

"Geez, I didn't know I had such a _radiant _smile!" Bonez cracked, earning several groans from his friends. "Okay, yeah, that one was pretty bad." he admitted.

"TENNYSON!" Zs'Skayr hissed with complete hatred. "How are you still alive!?"

"Time travel, you Grim Reaper Reject. Best friend I ever had." Bonez joked.

"I WILL DESTROY YOU!" Zs'Skayr roared, grabbing his scythe and throwing it at the Esqueletian, the blade spinning through the air like a wild saw blade of death. Bonez merely raised a hand, a small circular hatch opening up on his palm and releasing a bright beam of radioactive energy at the spinning weapon, melting into a steel soup before it could even reach him.

"You have to do better than that, Zs'Skayr!" Bonez shouted.

"And I will!" Zs'Skayr rasped, floating down from the ceiling and flying right at an unaware Dr. Victor as he fought Frankie. The Ectonurite phased right through the startled Transylian, pushing his mind down and putting his own in control as the large, muscled body twitched and jerked, dark jagged lines appearing around the eyes as Zs'Skayr took control. With a feral bellow, Dr. Victor slammed a fist into Frankie's side and sent her flying into a small pack of Vulpimancers before he charged right at Bonez, fists cupped together and raised above his head as he prepared to crush every bone in his body.

Bonez raised a hand and caught Dr. Victor's fist in his hand, his eyes glowing a dangerous green as a beam of radioactive energy shot out of them and blasted him in the face, a loud hissing sound filling the air as the possessed Transylian howled in pain. The Esqueletian dared not look at his handiwork as he drove a glowing fist into Dr. Victor's gut and delivering a swift upper cut to his jaw before blasting him with another jet of corrosive energy.

"I never thought I'd see you again." Cleo finally managed to say as Nefera quickly finished off the Tetramand with a headbutt to the stomach and a quick decapitation of the head.

"What happened to the Cleo that took every chance to insult me?" Nefera asked with a small smile.

Cleo, for once in her life, felt ashamed and turned her gaze away from her sister. The older De Nile sister bent down to her and rested a blood covered hand on her shoulder. "I forgive you for how you've been treating me. And I'm sorry for everything I've put you through since you were born." she apologized as he jammed a sword behind her and impaled an Aerophibian in the face.

"You're getting blood all over my designer bandages." Cleo finally said.

"Well, you better get use to it," Nefera smiled, pulling her sister into a hug. "Because our work isn't done yet."

"Ugh. After this I'm going to need a total makeover." Cleo shuddered with disgust, spitting out some of the disgusting blood when it got into her mouth.

"Me too," Nefera agreed. "My treat!" she called before crossing her swords in her front of her face to block a blow from a Vaxasaurian and then jamming a blade into its knee cap. The twisted alien bellowed in agony as Cleo thrust one of her own swords into its arm and swung herself up onto its broad shoulder, slicing off its head and jumping free of the body as it fell over backwards and crushed an Arachnichimp underneath.

"So it seems I will be my vengeance sooner than I thought." Crüjo snarled as it through the purple colored lion off of him.

"I doubt it," Jane said with a confident smirk. "I've learned a few new tricks."

"So I see." Crüjo growled.

Jane smiled and concentrated on an image in her head, not even flinching when the changes began. Her body began to throb and grow as her back expanded up and outwards, the back of her clothes starting to rip and tear as her bones grew bigger and muscles piled themselves on top of each other. Her fingers twitched and suddenly fused together into two, sharp claws as her feet tore through her shoes, now nothing more than three strong toes tipped with sharp talons that grew bigger and bigger as the transformation went on. A skeletal tail suddenly whipped out from the base of her spin, longer than her original self as muscle began to wrap around it followed by smooth purple skin. Her head was part of her that changed the most as it expanded it outwards and forwards into a rounded snout, her teeth ripping through her gums into razor sharp fangs that fit neatly over the bottom jaw. Her eyes turned a golden color with black slits as her skin suddenly became loose and hung off her expanding frame like a wet towel before it suddenly snapped back into place, now cracked and pebbled like a dark, indigo desert landscape. The transformation became complete when a small mane of black and purple feathers appeared on the back of the creature's head and it finally reached its full frame.

"HRAAAAAAAAAAAAAAAAAGGGGGGGGGGAAAAAAAAAAAAAAHHHHHHHHHHHH!" the Tyrannosaur Rex roared, every window in the warehouse shattering from the sheer magnitude of the sound. Crüjo howled and covered his delicate ear drums, in too much pain to move out of the way as the dinosaur swiped its head and collided it with the Loboan's frail body, sending him flying into a stack of crates. Jane bellowed in triumph and stomped out to the debris, crushing unlucky mutants beneath its heavy talons.

"Hold still, you insufferable phantom!" Kuphulu snarled, trying with all his might to even grab hold of the slippery specter as she swooped and flew out of the Thep Khufan's clutches, always just out of reach. And whenever he actually even managed to grab hold of her, Spectr'as phantom-like nature always let her slip lose simply by phasing out of his clutches.

"I am growing weary of this!" Kuphulu snarled.

"Then don't look behind you." Spectra smiled as she floated up towards the ceiling.

The foolish Thep Khufan dared a peek behind him just in time to be crushed under Jane's foot as she chased after Crüjo, snapping her jaws to try and catch him between her banana-sized teeth.

"I _was _going to make you_ extinct_, but I think Jane beat me to it." Spectra smiled, bending down to rub it in the Thep Khufan's face; Kuphulu merely groaned, though whether it was from pain or the absolutely horrendous pun Spectra had made was up for debate.

Dr. Victor's conductors crackled with electricity as he punched Bonez in the gut with a large fist and shoved him away with a heavy boot. Bonez skidded for a few feet before coming to a stop as the possessed Transylian charged forward, ready to kill the Esqueletian where he stood. He drew back a second fist, only to have a thick vine wrap around his wrist and yank it back with a painful snap, making the Transylian stumble as he turned to see a ticked off Venus restraining him. Robecca flew by , blasting him in the face with her rocket boots before socking him the jaw with her metal fist with a loud _crack! _as Skelita, relieved beyond belief to see her loved ones were still with her, swept out Dr. Victor's legs from under him and sending him out of the fight as he fell to the floor; seconds later, Zs'Skayr phased out of the exhausted Transylian, all of the ghouls wincing painfully upon seeing Dr. Victor's face.

"You think you've won!?" Zs'Skayr hissed.

"Yeah, kinda do." Bonez smirked as he clapped his hands together and rubbed them up and down rapidly, as if trying to build up a static charge. However, instead of conducting electricity like a Gimlinopithecus might do, his entire body started to go a vibrant green as steam started to curl off his body and a loud whine filled the air.

"Hit the dirt!" Bonez cried as he raised his hands into the air, pointing directly at Zs'Skayr. Immediately, threw themselves to the ground as Jane stashed herself behind a wall of crates, trying to scrunch up her massive frame to remain hidden. A sudden explosion rocked the entire world around them as the Esqueletian practically exploded, sending out a toxic fireball in all directions that incinerated everyone that wasn't close enough to the ground or shielded by enough protection; Vaxasaurians, Arachnichimps, Aerophibians, Vulpimancers, Lepidopterrans, all were blown to ashes and broken down into their most simple of parts as the green fireball consumed them, the air practically shimmering with intense heat as Zs'Skayr screamed in agony.

"AAAAAGGGHHH! CURSE YOU, TENNYSON! CURSE YOU!" were Zs'Skayr's final words as the bright line blew his ashes apart and scattered them into the wind, sending them to the four corners of the earth. Or, at the very least, the four corners of New Salem.

"And that, is how it's done." Bonez smiled as the Omnitrix timed out and changed him back into Ben with a flash of bright light.

"As much as it pains me to say this, my love, but there is still the matter of Zs'Skayr's weapon, is there not?" Jinafire asked, grabbing some spare rope and turning an unconscious Crüjo on his belly to tie his hands behind his back.

"Right." Ben frowned, turning towards the large weapon and then to the Omnitrix. "All right, Omnitrix. I need Grey Matter to fix this mess. You here me? Grey Matter!" he yelled, slapping the activation button as the green light washed over him. The changes began as his skin turned icy blue, thick scales forming on his molding skin. His back swelled and hardened into a thick, hard, black shell. Four, large, blue dorsal fins sprouted from his back with a sickening sound as his face bulged outwards, black stripes forming around his eyes as pointed teeth began to line his jaws. His wrists swelled as four claws formed, chest plating appearing on his belly. The room temperature seemed to get lower as a icy vapor escaped from his nostrils, the Omnitrix appearing on his chest, completing the transformation.

"Arctiguana? Not cool, Omnitrix! Not cool!" the Polar Manzardil frowned, slapping the Omnitrix dish on his chest and once more being enveloped in the changing light. His arms and legs were pulled back into his body, shortening but not disappearing altogether. His fourth and fifth finger fused together as a short layer of tan fur covered his sifting body, rust colored spots appearing here and there along his arms. The brown mop of hair on his head was sucked back into his scalp as his ears became long and pointed before rotating to the top of his head as if they were liquid steel. His front teeth ground and cracked as they shoved their wave out of his mouth and over his bottom lip, giving him a rodent-like look as a green and black jumpsuit and a belt with the Omnitrix materialized on his body. The most noticeable change however, was when a massive, furry, blonde colored mustache appeared on his upper lip, finishing the transformation.

"Mole-stache? I say, this highly unprecedented!" the little, rodent-like alien frown, punching the Omnitrix on his belt and hoping it would give him what he needed. _He grew upwards by a couple of feet, his skin becoming tough and more resilient as it covered his entire face. He could no longer see anything by light shining through the folds of skin over his eyes before his eyes vanished altogether. His ears moved to the top of his head and grew to a large size, becoming more like flaps on his head rather than small disks. Sharp teeth his mouth as sharp claws grew on the ends of his fingers and his toes burst out of his shoes. Then suddenly, he could see again. At first he just saw Frankie wrestling with an Arachnichimp. Then he saw Clawdeen fending off a pair of Vulpimancers. Then he saw Avea slug a Tetramand across the face. Then he could see up, down, left right, forward, behind, and all around until he could see in every possible direction as a pair of black and green shorts appeared below a green belt with the Omnitrix on it, completing the transformation._

_"__¡___Eye ___caramba! ___Eye ___asked for Grey Matter, Omnitrix! Come on already!" Eye Guy yelled with annoyance, slapping the Omnitrix on his belt as hard as he could, his patience wearing thin with the wondrous device. His bones ground and crunched as he was shrunk down to a height of only two and a half feet tall as his skin turned a smooth, blood red in color. A thin, spaded tail snaked out from the base of his spine as his fingers grew longer and his nails grew sharper. His eyes widened apart slightly as his nose suddenly jutted out at a comical, almost ridiculous, length. His ears became larger and slightly bat-like before becoming spiked as his toes melted together into three digits, his heel grinding against his foot before becoming a small spike. He became slightly obese as spikes formed on his chin and the corners of his eyes as a green and black aviators outfit materialized on his body, complete with a white ascot and a pair of goggles strapped to his head. The Omnitrix appeared on his belt, completing the transformation._

_"Jury Rigg! Close enough!" the little gremlin cried, scampering over to the massive machine and prying off a heavy paneling with his little claws. He then dove inside the machine and began to tear out numerous wires and couplers, all the while singing a little song to himself. "Oh, the heat diffusion's connected to the Galvanic coupler! The Galvanic Coupler's connected to the Corrodium injector!"_

"What's he singing about?" Robecca wondered aloud as she came in for a landing.

_"No idea." Venus shook her head. "But whatever he's doing, it'll most likely end in a massive explosion when it's done its job."_

"So, that means we should take cover, right?" Draculaura said worriedly as she helped Clawd to his feet, the werewolf dwarfing the small vampire under his massive frame.

_"Precisely." Robecca nodded. "Every monster for themselves!"_

_" . . . injector's connected to the main grid!" Jury Rigg continued to sing just as he was suddenly electrocuted. "Agh! Razza frazza main grid!" he mumbled under his breath, kicking the piece of the machine before he crawled out from its bowels and messily git the paneling back in place. The little gremlin than hopped up onto the control panel and drummed the side of it in a quick rhythm beofre head butting a few buttons and then hitting the whole thing with a spare monkey wrench he had found carelessly cast aside inside the machine. The Corrodium Ray shuddered to life and gave a low hum, firing out a large beam of energy at the swirling storm clouds overhead; the clouds quickly dissipated and something was pulled of them as they retreated by the ray, Jury Rigg jumping free of the machine and scampering out of harms away as fast as he could just as the weapon exploded into large fireball._

_"HAHAHAHAHAHAHAHAHA!" the little imp cackled pushed him through the air, tumbling head over heels until Robecca caught him in her arms and flew out of the warehouse as it was consumed in flames. "Thanks for the save, toots!" Jury Rigg smiled as the Omnitrix timed out and changed him back into Ben as Robecca dumped him on the ground._

_"Well, we came, we saw, we kicked alien butt! I'd say that makes a pretty good night," Ben smiled as Skelita crushed him into a tight hug; how a skeleton was able to do such a thing without any muscles of any kind was beyond him, but he didn't really care now that he had everyone he loved back in his life once more._

_"Missed you too, Skelita," Ben smiled. "Now do you mind letting go so I can breath?"_

_Skelita turned red and released her hold on her boyfriend, the color just starting to return to his face. "Anyone know what happened to Zs'Skayr's henchmen?" Ben asked._

_"Right here." Nefera smirked, pushing Victor onto his side and onto an unfortunate Kuphulu and Crüjo, both of them unable to move due to the Transylian's weight and their bonds._

_"Good." Ben breathed with relief._

_"What happened to you, dude?" Deuce asked, resting an arm on Celo's shoulders, relieved she was alright and not about to be crushed into a bloody paste._

_"Oh, just transported fifty years into an apocalyptic future where Zs'Skayr took over, that's all." Ben shrugged, his smile broadening when he saw everyone's faces upon hearing that answer._

_"Uh, I think we're going to need a little more information that, Ben." Gigi coughed, waving a hand in front of her face as smoke filled the sky from the burning warehouse._

_"I'll tell you all tomorrow," Ben promised. "Oh, and I have something for you actually. Actually, I have some things for a lot of you." he suddenly remembered, digging around in his pocket and pulling a stack of slightly bent and crumpled up letters. "Words of wisdom from your future selves." he explained, passing a letter to several confused ghouls; Twyla, Gigi, Whisp, Avea, Sirena, Lagoona, and even Clawdeen all received one._

_"Ben, may I have a word with you?" Jinafire asked Ben as the ghouls curiously looked over the letters from their future selves, several of the other monsters all peering over their shoulders to try and read what was written. Ben raised an eyebrow, but followed Jinafire off a short distance away from the group._

_"What's on your mind?" Ben asked once they were out of earshot._

_"Do you love me?" Jinafire asked after a moment's hesitation._

_"Of course," Ben smiled, taking her hand. "I love all my ghouls."_

Jinafire smiled. "I was hoping that was your answer. Because in order you to be able to court me, you must win my hand in battle."

"What is this, the Dark Ages?" Ben wondered.

_"No, it is part of culture's tradition," Jinafire replied. "Before you marry or even court a girl from my culture, you must win her hand in a battle. We will have to travel all the way back to Fanghai if this is to work."_

Ben blinked, processing the information before shrugging his shoulders. "Okay. So, um, when do we leave?" he asked.

_"Now." was the answer as Jinafire took hold of his wrist and turned on the Omnitrix, cycling through the list of transformations before selecting the one she was looking for, all before Ben could ever hope to stop her. The familiar green light consumed his body, injecting a set of alien DNA into his bloodstream and guiding the process along as it forced his body to change. Bens__ fingers hardened into sharpened blades as a long, whip-like tail sprouted from the base of his spine and stretched out a couple feet. His toes ripped out of his shoes and melted into four claws, two in front, two in back. The ball of his heel crunched forward, moving under his foot bones and becoming perfectly round and smooth, suddenly separating itself from his foot and held there by his curved toes. Ben felt his skull stretch back into a sharp point and his legs bent backwards. A pointy, black helmet with a slide down mask materialized on his head and a tight, black and green body suit appeared on himself, the Omnitrix and Skurd appearing on his chest, completing his transformation._

_"Note to self: get a security system on this thing," XLR8 grumbled under his breath as he bent down low enough for Jinafire to climb onto his back and wrap her arms around his neck; the others had taken notice of the transformation, utterly confused. "We'll be back a couple of hours," the Kinceleran told them. "Gotta flash!" he cried before dashing off in a streak of black and blue._

_"Uh, what just happened?" Manny asked, utterly confused._

**And there we go!**

**Hey, who out there remembers Bonez from the Dream Sequences, eh? If not, then go back and read chapter 13 for a refresh. Anyways, since I'm on Spring Break and managed to knock this sucker out within two days, expect at least one more chapter in the following days to come!**

**And yes, _Tyrannosaurus Rex_ had feathers. Get use to the fact that most terrifying creature to have ever walked the Earth is now suddenly a little less terrifying.**

**As always, comment, review, suggest, and request down below! And hey, don't forget to check out my poll or PM me your ideas for filler episodes!**

**Hasta Luego!**


	37. The Way of the Tennyson

**Hello, everyone! I'm back with another chapter (really, you should have come to expect this by now).**

**Now before we begin, I want to say thank you to a special person. Without them, this chapter would not have been possible (though I actually, in truth, had a similar idea). Thank you, _Darkness Rissing _for giving me this idea to work with!**

**And now, as a small warning, there will be a massive sex filled chapter later on. I am warning you all of this now because I am aware that, while many people want to read it, some people do not. As soon as I post the sex chapter, there will be a regular chapter posted afterward so people can skip the sex chapter if they want to and still enjoy my work.**

**And, on an unrelated note, I believe I forgot to mention that Jane is _16_. Naturally, he animal forms will not be full grown and may have remnants of their younger forms. So, assuming _Tyrannosaurus Rex _was covered in feathers when it was a baby, would also have some leftover feathers on it before it became fully grown. And yes, I believe was an opportunist hunter, not just a scavenger or hunter. ARE YOU HAPPY, PEOPLE!?**

**Sorry. It's just I've never had this much criticism over such a small aspect of my story.**

**As always, comment, review, suggest, and request down below!**

**Onwards!**

Twyla blinked and looked over the letter in her hand; it was slightly crumpled from being in Ben's pocket, and the top of the envelope was ripped open and poorly closed up with a paper clip. She glanced around to see that all the other ghoul's letters were still closed, a fact that bothered her to no end.

Curious, she slipped the paper clip off and slipped it inside of her pocket, sticking a finger inside of the envelope and pulling out the letter. She quickly unfolded it and was shocked to find her handwriting on the inside.

_Dear Twyla,_

_Let me first start off by saying that this is a little weird, writing a letter to my past self. But then again, Ben will probably explain the whole thing to you once he and the others get back. **If **they get back._

_Now before I become all depressed again, I have to fill you in on what's happened. 50 years into the future, Zs'Skayr succeeded in taking over the world, and I and the rest of the Monster High student body formed the Rebellion, in the hopes of defeating Zs'Skayr. It was 50 years before we finally found Ben and the others, who we all thought had perished but were miraculously alive._

_And during those 50 years of isolation, of pressure, of having the lives of nearly a thousand recruits made up of your closest friends, I nearly gave up. I nearly destroyed myself because I couldn't take the pressure any long. And with the Thing lurking with me (Ben will explain), I just nearly wanted to end myself. But I held on, always believing Ben and the others were alive out there, somewhere. And now, I have a reason to live again._

_Ben._

_We both know that you (I? Time travel is so confusing) have a crush on him. And now, he knows it too. But he won't make any advances on you, no matter how much you might like him, if you don't show him you're ready. For the sake of both of us, get together with Ben. He's worth it in every way possible._

_And if you don't believe me, look at the back of this note, where I've taped a picture of my old self before I was reunited with Ben. It is not, nor will it ever be, pretty._

_Please, do this for yourself. You'll only regret not doing it later on._

_Twyla, Leader of the Indestructible Rebellion and Lover of Ben Tennyson, the Multi-verse's Greatest Hero (or so he claims. So far, I have no reason to argue)._

Twyla blinked and reread the letter a second time, not quite sure she had read it right. She quickly turned the letter over and flinched upon seeing the picture taped on the back. It was a picture of herself fifty years into the future. She had an eye patch over one of her eyes and her skin was more pasty and pale than usual. One of her legs was replaced by a metallic knock-off and her in one of her hands she had a pistol pointed directly at her head, as if she were just about to murder herself. But it was the single eye that sent shivers down Twyla's spine. It was the look of someone who had given up on absolutely everything there was to ever care about, the look of someone who had nothing left to live for and was ready to find bliss in death. It was the haunted look of someone who had seen too much fighting, too much hatred, and too much death and just wanted it all to go away.

"Why?" she managed to whisper under her breath. Why had her future self written this letter to her with such a horrific photo on the back. And why did it want her to get together with Ben? He already had so many ghouls to love, and he possibly couldn't love her back, could he?

* * *

"Well, we made it!" XLR8 panted as he threw himself onto the wooden pier and collapsed onto his belly, the Omnitrix timing out seconds after a wall of water fell back into the sea behind them. Jinafire smiled and climbed off of her boyfriend before helping him to his feet, holding him steady for the few seconds it took to catch his breath.

"Fanghai," Jinafire breathed, turning around to gaze at the massive city that rose above them. Impressive skyscrapers reached towards the sun setting sky, giving off a orangish-yellow glow from all the lights that lit up the city. Numerous cars honking their horns could be heard above the hustle and bustle of the city as a cloud gargoyles took from a tall skyscraper and headed out to sea. "We will require another of your transformations. My family lives quite far from here."

"I just ran across an entire ocean for you, woman!" Ben cried.

Jinafire smirked and grabbed Ben by the shoulders before planting a full kiss on his lips right then and there, finally releasing her hold on him after a few seconds. "Better?" she asked.

"Sometimes I hate you." Ben sighed, turning to the Omnitrix and cycling through his roster before selecting Jetray and slapping the activation button, the green light spilling over him and changing him. Ben felt his skin began to scrunch up and harden as his bones slowly started to dissolve into nothingness. Four fleshy stalks suddenly burst from both sides of Ben's head, and he was now aware that he could see from 6 different perspectives until a hardened shell covered his original human eyes, and soon enough they lost all function together.A slight itching from the middle of his back produced large, insect like wings that were a dull yellow in color. A second pair of legs suddenly burst out from Ben's gut like some old alien horror film. His spine, what was left of it anyway, went out from his back and swelled at the end, forming a large, and very sharp stinger with poison sacks just above the point. His fingers melted into two sharp claws and a thumb, and his jaw jutted out as a few of teeth disappeared. The final touch was a rotting scent that, while Ben couldn't smell, he figured others would not be so welcome to it.

"Stinkfly? Oh, I hope this isn't gonna be a recurring thing with your family." the Lepidopterran grumbled as he bent his jointed legs to allow Jinafire to climb on.

"As do I," Jinafire gagged. "You have a rather unpleasant odor, I'm afraid."

"Comes with the job, ma'am," Stinkfly joked. "Now let's light this candle!" he cried as he flapped his insect wings against the air and took off with a loud buzz.

* * *

Gigi inspected the letter with curiosity, unsure of what her future self might have to say to her. Next to her, Whisp eagerly toyed with her own letter, playful twirling it between her fingers as if it were a toy. Gigi rolled her eyes and snapped her fingers, a small letter opener materializing in her hands; she quickly stabbed the small blade into the top of the envelope and drew it across the length of the letter, slipping the letter out and sending the empty envelope and letter away in a poof of pink smoke.

"It's ain't gonna read itself, sis." Whisp smiled as she snapped her own fingers, her nails growing into long claws that she used to slice the envelope into a dozen shredded pieces, leaving the letter completely intact.

Gigi blinked and returned her attention back to the letter in her hand, her eyes tracing over the words written on the paper, widening with every passing sentence.

_Dear Gigi,_

_I know this may seem weird to you, talking to your future self, but this is absolutely necessary. I won't beat around the bush like I use to do (or like you do. Time travel is so confusing), so I'll get right to the point._

_I like Ben._

_And I know you do to (of course I do. We are the same person). Ever since he risked his own life and nearly lost it to save us from Charmcaster (she and I are actually quite good friends now, in this frozen wasteland). Not since Howleen had I ever been so grateful to anyone in my immortal life. I feel like I owe him in some small way for saving me all those years ago, and I know you do to. In fact, I probably owe him a lot more, considering he restored my sight once more (Ben will explain)._

_I'm not saying you should hand yourself over as some toy for Ben to play with, but definitely consider getting together with him. I wanted to tell him how I felt when he was stuck here with us, fighting in the Rebellion (Ben will explain), but I never worked up the courage. I thought he wouldn't want me, since he already has so many other ghouls to love and care for, including our sister (Ben or Whisp will explain. Most likely Whisp. And don't be surprised if she kisses you. No idea where she got that idea. Then again, she exiled herself in a cave for nearly fifty years)._

_I know you're probably thinking the same thing, that you don't deserve someone like Ben, but you do. Both of us deserve someone like him. And I'm sure if Ben was reading this letter right now (is he?), he would probably say the same thing._

_Please, tell Ben how you feel. You'll only regret it later on. Trust me._

_Sincerely,_

_Gigi Grant (2054)_

_P.S. Go down into the Catacombs sometime and follow these coordinates. Do it._

Gigi blinked and reread the the letter a second time, not quite believing what she was reading. Was her future self really telling her to hook up with Ben? She had to admit, she always managed to stumble over her words for a few minutes whenever around him and always felt her face heat up upon seeing him. He was always so kind and never judged someone on their appearances; whether they had extra limbs, could phase through walls, had no internal organs or muscles, or were made entirely out of corpse pieces, he always cared for them.

Her mind traced back to the dream she had during Cleo's sleepover, before this whole mess had started. She dreamed she and Ben had been on a magic carpet, flying through the endless diamond sky as he showed her the cosmos, pointing out every planet and star he had visited, all while telling her he loved her more than all of them combined. She had felt so happy in that dream, to actually be cared for and not feel like he only cared because she could grant him anything he wanted; she had met numerous Finders who had acted similarly, caring about her one minute and then forgetting about her the enxt once their desires had been fulfilled.

Gigi knew Ben would never do that to her. He would never treat her a toy to throw away when her grew tired of her. He would love her and care for her as long as he lived, and she knew his ghouls would feel the same way, treat her as one of her own; and from the look on Whisp's face, she could tell she had been given a similar thing.

"Same thing?" Gigi asked her sister as Whisp floated over to her to read the letter.

"Pretty much." Whisp shrugged, handing Gigi her letter.

_Dear Whisp,_

_Kiss Ben. You won't regret it. And while you're at, save room for Venus and Jane. They're pretty good, in my experience._

_;)_

_Whisp_

"Unbelievable." Gigi rolled her eyes.

* * *

Stinkfly hated bright lights.

He hated bright lights not just because they occasionally blinded him when he was trying to fly, but he sometimes had this overwhelming desire to fly right at them, transfixed by their beautiful light and warmth; this usually resulted in Jinafire driving her heel into his side to break him out of his spell. They quickly left the bustling monster city behind after stopping long enough to grab take out and realizing they hadn't eaten in what felt like weeks, and out over the small suburbs that surrounded Shanghai like a moat encircled a mighty castle. The Lepidopterran ignored the startled looks given to him by passerby and flapped his wings even faster, flying above a road that slowly transitioned into a dirt path that snaked through a large forest and past rolling rice patties where Nightmares hooked up to plows dug up the muddy soil.

"We getting close?" Stinkfly belched, having just finished his takeout in a messy mouthful.

"Almost." Jinafire reassured him, delicately hitting her own meal with a pair of chopsticks. "If you want to impress my father, you should probably work on your table manners." she noted.

"I haven't eaten in forever, alright? I'm much more sophisticated when I'm not starving!" Stinkfly shot back.

"I am not scarfing down my meal like a wild pig." Jinafire pointed out.

Stinkfly did not have a response to this and merely grumbled under his breath as he zoomed over the rice patties, startling several of the locals as he buzzed in low. "Where do you live?" he asked after a few minutes of buzzing in meaningless circles.

"Not far," Jinafire told him, finishing her food. "Just up that mountain." she pointed practically straight up at an impossible tall mountain that jutted up out of the nearly flat landscape and practically skewered the sky; on the very top of the mountain, at the end of a long, winding trail and under a large cherry tree, was a small house with twin stone dragons sitting guard at the entrance, as if to ward off unwelcome visitors.

"Thank goodness I don't have to walk up there." Stinkfly sighed with relief as the Omnitrix timed out and reverted the Lepidopterran back into Ben in a flash of green light. With startled screams, Ben and Jinafire plummeted out of the air and landed with a disgusting _splat! _in the middle of rice patty, absolutely soaked and covered in mud.

"Sometimes I hate this thing." Ben grumbled as he pulled himself and then Jinafire up, ignoring the strange and annoyed looks as they tried to rein in their frightened Nightmares. He then turned to the Omnitrix and cycled through his transformations, selecting Terraspin and about to slap the activation button when Jinafire stopped him.

"If you want to impress my father, you must travel the path few dare travel." she told him with a small smile, pointing towards the very long, winding path that wound its way around the mountain.

"Aw, man." Ben sighed, marching towards the mountain as the mud sucked at his feet.

* * *

Avea looked at the envelope suspiciously. It look like a trap, and it didn't smell like a trap either. And she highly doubted any of Ben's forms could have hidden a surprise trap inside of something so thin. The hybrid quickly bit a corner of the envelope and tore it across the top, tearing it open and pulling the letter out between two fingers. She quickly flipped the letter open and panned over the words, her lips tight as she read them.

_Dear Avea,_

_Never thought I'd write one these. Then again, I never thought I'd find that perfect someone. You're probably confused and maybe even horrified right now, but bear with me and listen to my words. Or I will literally travel all the way back through time and slap some sense into you._

_I know how you're feeling right now: betrayed, angry, depressed. You feel that, although you've found a home where you won't be treated like garbage and actually have friends, you feel bitter to those that aren't close to you. Believe me, that's happened to me. For the last fifty years, I became ruthless and merciless in my missions and I soon became the most feared operative in the base; no one would come within ten feet of me for fear that I would tear their faces right off. And deep down, past the frightful facade I had put up, I was sad that I had no friends. Even Bonita and Sirena were starting to distance themselves from me._

_Then came Ben._

_I know this sounds cheesy, but if I hadn't met Ben, I wouldn't be writing this letter to you right now. I became so engulfed in my work, I had started neglecting my own health. I started smoking cigarettes (they were okay enough to smoke. Stop worrying) from a lack of sleep and my temper skyrocketed to the point where I nearly tore my friends throats out. It wasn't until Ben came around did I start to return to my old self._

_He was cooperative and good to have in a fight, to start off. And he was actually more concerned about my health than his own to the point where he was prepared to punch my lights out if it made me go to sleep. It didn't come to that though, and I'm thankful it didn't. The thing, is I've come to love Ben. And I know you will to if you give him a chance._

_I know you're skeptical about this, but give it a shot. What have you got to lose?_

Adios muchacha,

_Avea_

Avea frowned and crumpled up the letter in her hands, about to throw it to the ground and forget about it before stopping herself. She was indeed annoyed that Ben hadn't known her name when she had come along to save Frankie. Then again, it was her own fault for never trying to be friendly with him. But was she really just ready to give herself up, to hand herself over to a boy she hardly knew all because of a letter? And would he really care for her, to treat her with respect and not like some prize that he could display for others to admire?

Avea cast a glance over at Sirena, who was already distracted by a little spider skittering about in the grass. It was a wonder the ghoul had managed to concentrate long enough to even be of help in the battle, but Avea was glad she did. She tried to peek a glance at Sirena's letter, but the ghoul kept it well out of the hybrid's line of sight.

"Darn you." Avea cursed under her breath.

* * *

"Finally!" Ben gasped as he and Jinafire made it to the top of the mountain. As winded as Ben was from the long walk, Jinafire looked barely even tired, Then again, she had no doubt been forced to walk up and down the winding road all her life and most likely become accustomed to the long trek.

"If you continue to act like that, you will never impress my father," Jinafire chastised him with a smile. "Now please refrain from looking like you just a marathon."

"I just ran one only an hour ago!"

"Nevertheless, it never hurts to make a good impression." Jinafire smiled as she bent down to slip off her shoes. "Remove your shoes before entering."

"Why?"

"It is considered rude in my culture," Jinafire told him. "And take off your socks while you are at it. I do not think my father would like his home to be fouled up with their putrid stench."

Ben did as he was told and cast his smelly footwear aside, taking the opportunity to dip his feet into the nearby koi pond at Jinafire's suggestion to try and cloak the smell of his as she pointed out it was possible nor painless to remove his feet from his legs; Jinafire rang the doorbell and stepped back from the door as Ben joined her, waiting for someone to approach.

The sounds of a struggle could be heard from behind the door, as well as angered yelling and weaponry clashing against each other amongst the sound of an old man's grumbling. The door slid open on a frame to the right to reveal an old dragon with a bald head and a snow white beard. His almost human-like head sat on the end of a serpentine neck and his wrinkled, clawed hands rested on a cane with a golden dragon curled around it. A reptilian tail with a plume of faded white feathers on the end trailed behind him as he studied Jinafire and Ben with tired, golden eyes.

"So my daughter has finally returned from her journeys," the old dragon smiled, carefully walking out of the house and pulling Jinafire into a hug.

"It is good to be home, father." Jinafire smiled, embracing her dad.

It was then that Jinafire's father noticed Ben standing there rather uncomfortably. "And I see you have brought your pet Normie along as well." he said with a small joke.

"Father, he's not my pet," Jinafire smiled. "He is my beloved."

"Ah, so you wish to fight for my daughter's hand, hmm?" the old dragon addressed Ben.

"Y-yes, sir." Ben stammered, unsure of how to behave.

The old man smiled. "I like him already. So much respect," he said to Jinafire. "You may call me Suoh, for now." he told Ben before turning around and gesturing for them to follow him inside.

"So far so good." Ben whispered under his breath.

"Relax, Ben. My father is very patient and understanding with most people," Jinafire reassured him. "It is my seven brothers you have to worry about."

"Who-with-the-what-know?" Ben startled.

Suoh smiled faintly and led them through the house, which was surprisingly bigger on the inside than on the outside. They soon entered a room that looked to be a living room of some sort, with a large, low, square table sitting on the smooth, wooden floor. The simplicity of the architecture was ruined however, when seven boys all came tumbling into the room, all of them older than Jinafire. Each one sported smooth, black hair tied back in a short ponytail and a beard or mustache of a different style. While Ben was able to tell them apart, it was clear that they did not get along whatsoever.

"Zhùyì!" Suoh yelled with annoyance, slamming the butt of his cane onto the floor.

Immediately, the seven boys ceased their fighting and quickly scrambled to their feet, standing in a neat, perfect row without even daring to step out of line or question why there was a Normie present in their house.

"Érzi! Is this anyway to greet your sister, who has found a gap in her studies to come and visit her family?" Souh asked with great disappointment; the brothers all hung their heads in shame and mumbled their greetings.

"Father, who is the Normie who dares to trespass into our home?" the tallest of the boys dared to ask.

"He is here to fight for your sister's hand," Souh explained. "And if you are lucky, Yao, you just may beat . . . I'm sorry, I never caught your name." he apologized to Ben.

"My name is Ben Tennyson." Ben replied.

"Ah, yes. Thank you," said Souh. "As I was saying, if you are lucky enough, you might be able to beat him, Yao."

"I fear no Normie," Yao spat. "How would be able to defeat one such as me?"

"The tiny flea always finds a way to bother the powerful dog." Souh merely said, walking over to a wall with a picture of a woman ont it and removed the picture from the wall, revealing a lever of some kind. Souh pulled the lever and stood back as a section of the wall next to the hidden contraption shifted inwards and slid open, revealing a hidden staircase.

"Jǔ!" Souh yelled at the brothers, pointing his staff at the staircase. The boys wasted no time in obeying their father, rushing to the stairs and running over each other to be first.

"You will never win my sister, _Normie_." Yao frowned as he passed Ben.

"Geez, what's his problem?" Ben grumbled under his breath as he followed Souh and Jinafire down the hidden stairs.

* * *

The stairs widened and opened out into a large cavern inside of the mountain, sharp stalactites hanging from the ceiling above a perfectly square arena filled with dirt to avoid serious injuries. A double row of benches ran the full circumference of the area as torches hooked up to each post that sat at the corner of the area flickered in the dim cavern. Souh gestured for Ben to jump down into the arena as he, Jinafire, and the six other brothers all sat down in the stands, Jinafire and Souh sitting in a sort of announcer's box to watch the battle unfold.

"You think you're weak Normie body can defeat me?" Yao snarled as he faced off against Ben. "I have spent my lifetime learning all there is to know about tiger style kung fu!"

"That reminds me. I gotta watch those two movies when I get back." Ben mumbled to himself. "And to answer your first question, I think I have a pretty good chance." he smirked as he turned to the Omnitrix and cycled through his aliens, drawing a confused look from Yao, the brothers, and Souh; Jinafire had a knowing smile on her face.

"Lets kick it up a notch!" Ben quipped, slapping the activation button of the Omnitrix and being consumed in a flash of green light that changed his DNA. Muscles quickly piled themselves onto Ben's arms and chest, short, brown feathers sprouting up from his skin to cover them. His and mouth melted together like butter, hardening into a yellow, horny beak as teeth lined them. The feathers continued to cover his body, racing up over his back and stomach, growing on nearly every inch of his body. Ben's wrists and ankles began to harden as thick scales appeared on them, his fingers molding together into three digits. His fingernails grew longer and bigger, becoming curved and black as they turned into talons. His toes all formed together into two long digits, his heel bone grinding against his foot as a third toe popped out behind them, the toenails growing into long talons. A white plume appeared on Ben's head, looking like a Mohawk of sorts as a pair of large, sharp blades grew out from his elbows. Green wrist and ankle guards materialized on his body, as well as a pair of black briefs and green and white striped belt. A green mask fit over his face as a green strap vest appeared on his body, the Omnitrix appearing on the vest hooker.

"What sort of trickery is this!?" Yao yelled angrily. "This can not be allowed, father!"

"It shall stand, Yao, whether you like it or not," Souh frowned at his son. "There is nothing in our lore saying that changing ones shape is against the ways of our ancestors."

Yao gritted his teeth and charged right at Kickin' Hawk, thrusting his arms behind his back and lowering his head even with his body to maximize his speed. The bird-like alien frowned thrust his left leg forward so that it was straight and bending his right leg to support his weight as he raised a taloned fist above his hand and positioned his other hand in front of him.

Yao yelled and formed his right hand into a claw, bending back his fingers forcing them ridged so that his hands were nice and stiff; he did this with the other hand as Kickin' Hawk jabbed a hand forward to punch Yao in the face. The dragone easily saw the move coming and shifted his head to the right just as the fist came hurling past. Before Kickin' Hawk could process what happened, Yao hooked his left hand on the alien's feathery shoulder and pulled him in tight before jamming his clawed fist into Kickin' Hawk's stomach and pushing him back a couple feet.

"Lucky shot." Kickin Hawk growled as he climbed to his feet, rubbing his aching stomach. "Now it's my turn."

Yao's eyes widened as Kickin' Hawk balled his talons into fists and sliced the sharp blades on his arms through the air, charging right at him with his arms crossed over his face. Yao quickly rushed forward and leaped at the alien's head, jabbing a leg forward and pushing off of Kickin' Hawk's arms to flip through the air and land on his feet as Kickin' Hawk stumbled back once more.

"Is this the best you can muster? I have seen sparrows with more fight in them than you." Yao teased.

Kickin' Hawk frowned and rushed forward, swinging one leg up to kick Yao in the face and and then turning to the other leg when Yao dodged the first. However, Kickin' Hawk prepared for the dragon to avoid both attacks and thrust a fist down underneath his leg as Yao ducked, earning a knuckle sandwich to the face.

"Lucky shot." Yao growled, holding his aching jaw.

"Famous last words." Kick Hawk grinned before running at Yao and ramming his head into the dragon's stomach before delivering several quick jabs to points across his body and giving one last kick that sent him flying across the arena, landing with an unceremonious thwump! on the ground.

"Learned that from my girl." Kickin' Hawk grinned as he strolled over to Yao's fallen form and gave a respectful bow.

"So he fights with honor." Souh noted.

"Indeed, father." Jinafire agreed as Yao groaned from the ground. "Should we not help Yao?"

"The boy can handle himself." Souh answered as Kickin' Hawk took pity on the boy and slung him over a shoulder, carrying him to the stands and passing him off to a few of his brothers as a second brother dropped down to the arena floor; the Omnitrix timed out a few seconds later.

_"_I am Ling," the dragon introduced himself with a bow. "I admire your skills. Not many could have beaten Yao so quickly. I am confident however that my crane style abilities will be able to defeat you however. I still wish you the best of luck."

"You too, dude." Ben bowed before turning to the Omnitrix and randomly picking an alien at will before slapping the activation button and letting the green light engulf him. His skin became soft and slightly slippery as he felt his spine become more flexible as it lengthen out behind him into a lizard-like tail. His fingers quickly fused together into four digits as his feet became slightly webbed and turned into three stubby claws. His skin turned a mottled lavender with darker camo-esque spots appearing all over his body as his face rounded and his nose vanished in favor of two slits for nostrils. A sharp horn grew up from his skull, bending backwards slightly as his right eye turned red and his left eye turned blue, each eye splitting into two before the two new eyes fused together into a single green orb that became slitted like its brothers. Sharp teeth cracked up from Ben's jaw as the Omnitrix appeared on his chest, the transformation complete.

"ChamAlien!" the Merlinisapien called out before dropping down to all fours and skittered across the floor at Ling, who hadn't moved upon witnessing the Omnitrix in action. The lizard-like alien zoomed across the arena and popped back up right in Ling's face, ready to deliver a few quick punches before disappearing. Ling instead to do a short jump, thrusting his leg up and cracking his knee against ChamAlien's skull before doing the same thing with the other leg. ChamAlien fell to the ground and Ling quickly somersaulted across the ground, pinning down ChamAlien's arms with his knees and slapping his thigh across his face.

"Do you surrender?" Ling asked.

The Merlinisapien's answer was to slap Ling across the back of the head with his tail, knocking the dragon off of him as air rushed back into his lungs. "Good move," ChamAlien grinned a toothy smile. "But not good enough." he said as his figure started to fade into the background, becoming harder and harder to see until he was gone altogether.

"Smart boy." Souh noted as Ling quietly turned his gaze around for any sign of the Merlinisapien. The young dragon suddenly jerked back like he had been punched into the face before bending forward like he had been stabbed in the gut. Ling was suddenly flipped back over onto the ground before his head jerked to the side like he had been slapped. There was a short pause before Ling suddenly cried out in pain, his body bending towards his stomach like someone had given an anvil drop on him; ChamAlien reappeared moments later on top of Ling, his tail pointed at the dragon's chin, the poisonous barb in his tail just barely touching the skin.

"I submit." Ling managed to speak; ChamAlien climbed off of him, helping the dragon to his feet and bowing respectively.

"You have much skill, shape-shifter. You are indeed a worthy suitor of my sister." Ling complimented him.

"Thanks. You aren't so bad yourself." ChamAlien smiled as the Omnitrix timed out; Yao could be heard making an annoyed sound.

* * *

Lagoona glanced at the letter, sitting down on the cool grass and lying on her back, winded from the battle; her Orishan gauntlets sat next to her and the cool wind blew through the trees, nearly shaking the letter out of her hand. She carefully opened the envelope and set it on the ground beside her, unfolding the letter to see what words of wisdom her future self had to say.

__Dear Lagoona,__

__If you've been reading the other ghoul's letters, then you're probably expecting me to tell you to dump Gil and go out with Ben. That he's much better than Gil and could make you happy no matter what.__

__Well I'm not.__

__I'm not saying Ben's a bad guy. He's awesome! He seriously helped me through some tough (and rather embarrassing)____times when no one else would or could help me. I literally died and he risked his own neck to give me a second chance at life. I don't think I'd ever be able to repay him for such an act.__

__But I seriously screwed up in the future. I made the biggest mistake of my life and now I'm not sure if Gil will even consider sticking with you after what I've done. You can ask Ben what happened, but it'll be really awkward, trust me on that one.__

__Gil is the guy for you (or us? Time travel is so confusing). Period. Sure, he may be a tad wishy-washy and has trouble standing up for himself, but he's good at heart. He's the best thing that's happened to you (us? Ugh, time travel). Stick him for all your worth because deep down, though he may not even show it now, he still cares for you deeply. And if things don't work out, keep in touch with Ben.__

__As much as it pains me to say this, he's rather good in bed.__

__Regrettably yours,__

__Lagoona__

Lagoona felt the letter slip out of her webbed fingers, her mind racing at a million miles a minute. Did she do something in the future that was embarrassing? Did she even want to know? Her mind was like a school of shimmering fish, swimming helter-skelter and unable to make up its mind about which way to go.

"I take you read the letter?" Gil asked with a sigh, sitting down next to Lagoona on the grass; his helmet was shattered, some of the glimmering remains still attached to the helmet rim.

"Gil, do you know what I did in the future?" Lagoona asked nervously.

Gil gulped and shifted uncomfortably on the grass, unsure of how to answer the question.

"Was it that bad?" Lagoona asked, resting her head in her hands.

"Lets just say that if it weren't for a black out, you very well could ended up having a family with Ben." Gil confessed with a heavy sigh; Lagoona moaned with distress.

"Oh my ghoul, I can't believe I did that!" she sobbed into her hands.

"Technically, only your future self did it." Gil reassured her, though Lagoona noticed a distaste in his voice.

"I still did it."

"And you did it willingly." Gil added.

"Gil? Not helping."

"Sorry." Gil apologized.

"Oh, what am I gonna do?" Lagoona whimpered; she felt Gil slip his arms around her and hold her tight as Lagoona rested her head on his chest.

"You're gonna do nothing." Gil told her. "It's done, it's over, and it's forgotten. Ben has sworn it to secrecy, so no one outside of you, me, him, and everyone else that got time wrapped knows."

Lagoona sniffed. "Thanks, Gil." she said, pecking him on the cheek.

"Anytime." Gil smiled.

* * *

"Your next match is with me, Tennyson." the third brother told Ben, sliding into the arena with such grace and finesse, Ben had a hard time believing he was even a dragon. "My name is Seh." he simply said.

"Interesting name." Ben hummed, turning to the Omnitrix and cycling through his roster before coming across the desired alien and slapping the activation button and waiting as the green light washed over him and did its work. First was the light covering of light and dark blue fur. It covered his whole body as he shrunk down to the size of a large bulldog. He was forced to hunch forward as his spine arched that way, a long tail sprouting from the base of his spine. His arms became thin, yet strong, designed to pull himself up and down, left and right, and whichever direction he pleased. He lost two fingers on each hand, but gained a second pair of similar arms that split out from his sides, thankfully already covered in skin and fur. Three pairs of green eyes appeared on his face as the fur on his head was flipped up and back. His jaw jutted out in an ape-like fashion as two, sharp canine teeth poked from his bottom lip at the corners of his mouth. Two green sashes appeared across his chest like an X with the Omnitrix symbol in the center, finishing the transformation.

"Lets do this! Ook Ook!" Spidermonkey chattered, socking two of his fists into his hands and doing a quick bow.

"As you wish." said Seh with a small smile.

The Arachnichimp pounded its chest with its four arms and skittered forward at top speed, running on his knuckles and using his tail to keep him balanced. It looked like he was going to tackle Seh head on and wrestle around in the dirt with him until he won. Instead, Spidermonkey snapped his tail upwards and fired off a jet of silk at the ceiling, hooking the webbing around a stalactite and quickly hauling himself up into the air just as Seh shot his arm forward in a snake-fist.

Spidermonkey cut the silk thread when he was high enough about Seh and came screeching back down, his fists a blue blur as he fell from the roof of the cavern; Seh quickly sidestepped out of the way as Spidermonkey came crashing down and delivered two quick jabs to his pectoral muscles before sweeping his feet out from beneath him. The Arachnichimp fell but pushed himself back up on one set of hands and into the air right at Seh's face where he latched on with set of arms and his feet, relentlessly punching repeatedly in the face and wrapped his tail around his neck, tightening his grip as Seh's face started to turn blue.

"Too much monkey business for ya?" Spidermonkey cracked as Seh choked, his face starting to turn blue.

"Ben, that's enough!" Jinafire cried from the stands; Spidermonkey turned to look at her and nodded, releasing his grip on Seh's neck and bouncing off of him as he fell to the floor of the arena, out of the fight.

"A tad ruthless, is he not?" Souh remarked.

"He may be, father, but he knows what he is doing. There is good in his heart." Jinafire reassured her father.

Down below in the arena, Ben had just returned to the world as the fourth brother, known as Hung and a master of the bear style of kung fu; Jinafire knew that while Seh's style required him to be fast and flexible, Hung's style needed him to be durable and powerful, able to take multiple blows without giving in. She watched as Ben studied Hung, who was burly and much bigger than his other brothers, and he turned to the Omnitrix, cycling past several transformations before selecting one and slapping the activation button; the green light washed over him, changing his DNA into something the world had never seen. Thick, shaggy fur started to sprout all over his body as he gradually grew taller. His jaw jutted out into an ape like fashion. His lower teeth grew larger, curving up over his lip. Muscles piled on top of each other as his arms and legs swelled. Small bumps on his wrists formed, growing harder and more metallic like. His fingers grew thicker and less delicate looking, better designed for smashing things together and ripping things apart. His feet changed drastically as his big toe moved away from his others until it was at a 45 degree angle. The final change was when a metallic three horned prong suddenly appeared right above his eyes, giving him an angered look, even when he wasn't. The Omnitrix appeared on a thick, green belt around his waist, completing the transformation.

"Time for a little shock and awe, eh!" the Gimlinopithecus grinned, crashing his fists together as electricity danced over his bulky form.

Souh ignored the transformation and turned to gaze at his daughter as Shocksquatch and Hung started to grapple. _She looks so much like her mother_, Souh thought sadly. His mind began to trace back to the day Jinafire had been born, when his wife and fallen ill with a deadly disease that the doctor guaranteed would kill her, no matter what he tried to save her. Huo, knowing her fate was drawing near, had vowed to make sure that her final clutch would hatch before she died, a single egg; her body had been too ill to make anymore than that single egg, and Huo watched over it night and day, hardly even bothering to eat.

On the day the egg hatched, Huo died with her body wrapped around the egg, keeping it warm with her dying breath as it hatched. Souh was in too much sorrow to pay much attention as the egg finally hatched and a little dragon hatchling emerged, crying for its mother; Souh had taken one look at the tiny hatchling and deemed that it was too weak to live for long; his sons had been much more active and stronger when they first hatched.

Jinafire had come a long way from that tiny hatchling that couldn't even open its eyes for nearly two weeks, much less even start breathing fire like her brothers had been able to do. For her entire life, Jinafire had always been weaker and more slow than her brothers and Souh expected her suddenly give up on life any moment. To say he was surprised that she not only survived to attend high school but to already have a boy fall for her and fight for her hand, was putting it lightly.

"He is an impressive fighter, is he not, father?" Jinaifre asked.

Souh shook his head to clear his thoughts and turned to look down into the arena as Shocksquatch delivered a final shock to Hung as the dragon put him in a head lock; Hung then slumped to the ground, smoke curling off of his body as Ling and Seh dragged him out of the arena.

"Indeed." Souh agreed.

The fifth brother entered the arena and bowed respectively to Ben. "My name is Malao," the dragon told Ben. "I am a master of monkey style kung fu."

"Darn, I'm all out of bananas." Ben joked.

Malao actually smiled. "Good one! Lets see if you're as good of a fighter as you are a comedian!" Ben nodded and turned to the Omnitrix, cycling through the transformations before selecting Fasttrack and slapping the activating button, the familiar green light washing over him and changing his DNA. He felt his head sink down into his neck, almost merging with his chest as only a small amount of muscles built up on his arm. Several of his teeth became crooked in the jaw or disappeared altogether as large amount of fat built up around his shrinking skeleton, insulating him as his skin turned a dull yellow and thickened to nearly four inches. His eyes rotated to the farthest apart they could go while remaining on the front of his changing face as his mouth widened. His toes were sucked back into his foot, leaving the toe nails as his fingers became nothing more than dull claws. A pair of green and white underpants materialized around him as the Omnitrix popped out of his belly button. The final piece of the transformation was when several wart-like growths swelled up on his forehead.

"Aww, this is The Worst!" the Atrocian wailed.

"Aww! I was hoping for a good fight!" Malao whined.

"Normally I am one to agree that big things come in small packages, but even I fail to see how this form of your lover's is helpful." Souh mused.

"Patience, father. Ben knows what he is doing." Jinafire reassured her father; she watched as Malao stooped low to the ground and splayed out his limbs like a wild monkey before charging forward on all fours right at The Worst, springing up into the air at the last minute and delivering a roundhouse kick that sent the Atrocian flying across the arena.

"Ow." The Worst moaned as scampered over to him and pried him out of the wall of the arena, quickly driving a series of quick jabs and thrusts into his face before drop kicking him all the way up to the ceiling of the cavern far, far, far above.

"Oh, this is gonna hurt," The Worst whimpered as he started to plummet back to the ground, pieces of the cavern's ceiling falling with him. "On the bright side, I'll survive this." he added thankfully, just as the Omnitrix timed out in a flash of bright light.

Oh, come on!" Ben screamed as he felt faster and faster. Desperate, he turned to the Omnitrix and randomly selected an alien at will, just hoping he would be able to survive the fall at the least; a green flash of light engulfed him, forcing his body to change into whatever the Omnitrix commanded. His arms and legs ground and cracked becoming shorter and more rounded as his fingers disappeared and were replaced by five little claws that acted like his fingers and thumbs. Ben's toes melted into three flat ones that resembled small webbed feet, like a frog as a small tail popped out from the base of his spine and curled at the end. His face was squashed inward as his nose disappeared and his mouth grew larger to accommodate his crooked teeth; his tongue suddenly split into three, slimy versions of itself as the Omnitrix appeared on his chest, completing the transformation.

"Upchuck? How does dis help anybody!?" the Gourmand cried, frantically flapping his arms in a fruitless attempt as he crashed into the ground in a plume of dust.

"Owww, my aching belly." Upchuck moaned as he pulled himself out of the crater his pudgy little body had created from the fall. He quickly shook his head to clear the throbbing in his skull and stood ready for Malao to attack, gesturing for the dragon to come at him.

"If you say so, Tubby!" Malao grinned, charging at him to repeat his previous attack.

Upchuck however, was ready and quickly opened his maw to let the three tongues slither out past his teeth and wrap around a hunk of stalactite that had fallen from the ceiling, pulling it back through his mouth where he then proceeded to quickly grind it up into a thick, green paste. With a loud belch, Upchuck spat it back out at Malao, the glob of goo splattering everyone at the young dragon's feet and hissing loudly.

"The universe is full of beautiful things," Souh remarked. "That however, is not one of them."

"Agreed, father." Jinafire gagged, waving her hand in front of her face. "Be thankful you did not have to ride here on a Lepidopterran."

"Do I want to know what that is?"

"Most likely not." Jinafire told her father, returning her attention to the fight as Malao was forced to run away from Upchuck as he spat glob after glob of corrosive material at him. Eventually, the Gourmand grew weary of this and unhinged his mouth again, Malao taking the opportunity to attack once more. However, before he could get close, the three tongues latched onto him and pulled him towards the gaping mouth, pulling him inside and swallowing him as Upchuck happily let out a loud belch that rocked the arena.

"Hmmm . . ." Souh hummed stroking his beard. "Eating your opponent. Can't say I've seen that maneuver before. Now, will I be down to only six sons?" he asked Jinafire.

"Wait for it, father." Jinafire replied.

Upchuck's suddenly started to jolt and rumble, as if something he had recently eaten wasn't agreeing with him. The Gourmand started hacking and coughing before throwing Malao back up with a disgusting sound, rubbing his sore belly; Malao was covered from head to tail in slimy, green digestive juices.

"That was cool! I've always wondered what it was like to be eaten!" Malao grinned as he wiped some of the disgusting slime off of him.

"You have one weird sense of humor." Upchuck groaned as the Omnitrix timed out and reverted him back into Ben. "Alright, who's up next?

The sixth Long brother stood up and hopped over the side of the arena as Malao climbed out and took a seat a descent distance away from the rest of his family, an act they were grateful for. "My name is Ying, master of the eagle style. Let us get this over with, shall we?" Ying said with a rather bored tone.

"Eager to lose, are we?" Ben smiled as he turned on the Omnitrix and cycled through his roster.

"Perhaps." Ying shrugged.

Ben ignored the comment and slapped the activation button of the Omnitrix, waiting patiently as the power of the wondrous watch changed him. He felt his bones liquify and his muscles turn into soup. His fingers and hands melted together into long, elastic tentacles. Ben felt every fiber of his being pulled apart as his face hardened and his organs moved up behind it. A hard casing formed around his organs and face, turning into a hard face plate with black designs on it. He felt the Omnitrix slip inside him as his entire body suddenly turned into a large puddle of water, the face plate stuck on the end of a flexible neck made of liquid.

"Gnarly!" Overflow cried.

"'Gnarly'?" Souh turned to his daughter.

"I do not know. I have only seen this form once, when we created the universe." Jinafire explained, earning a confused and shocked look from her father. "I will explain later."

Ying cocked an eyebrow as the Aguadite swirled and rippled upon himself, blowing up and expanding like a bubble, rising higher and higher above Ying's head until he was roughly fifty feet tall and only half way up to the cavern ceiling. The dragon watched as Overflow molded his body into a crude, humanoid figure and his still lips curved upwards into a slight smile the large, crude hands hardened into crystallized ice, frozen spikes rising out from the wrist and knuckle, and his feet hardened into something like a hoof make of ice, large talons curving outwards to dig into the ground; oddly enough, Overflow's actual head was nearly microscopic compared to his body.

"Ready to lose, dude?" Overflow quipped, stomping a foot down just a mere inch from Ying and shaking the arena.

"Always ready," Ying replied. "I do not think I need to worry, however."

"Is he always like this?" Souh asked his daughter.

Jinafire shook her head. "No, his forms sometimes have personalities strong enough to override his own. Be glad Ying is not facing Rath; I doubt even he would be able to last against that form."

"It's that bad?"

"No, Rath is just incredibly dim." Jinafire replied with a small smile, just as a large tremor shook the arena. She snapped her attention back to the fight to see Overflow having just brought his foot down on the spot where Ying had been moments ago; the dragon himself was found clinging on to the frozen hand of Overflow's massive body, digging his claws into the ice. The Aguadite raised a massive hand to slap Ying into a bloody paste, but the dragon was too quick; Ying quickly jumped out of the way of one of the fingers and angled his body downwards, bringing his feet and hands together into a sharp point just before he hit the ice. A large crack formed between Overflow's knuckle and wrist and a loud groan and cracking sound filled the air as the massive limb fell to the arena floor, shattering into hundreds of pieces.

"Hey, man! Not cool!" Overflow cried as he poured more water over the wound and reformed the massive hand. A loud sloshing sound then filled the arena as a second pair of large arms tipped with frozen fists appeared just under the original pair, a dozen liquid tendrils snaking out of his back as his neck thickened and grew to match his body, the face mask now almost nonexistence.

Ying didn't answer and merely sucked in a deep breath before diving straight inside of Overflow's body, quickly kicking his arms and legs and moving his tail up and down as he powered through the water. Overflow quickly thrust a large hand through his chest to try and grab the dragon and large spikes of ice quickly materialized around Ying as he made his way towards the Omnitrix, the number of spikes increasing tenfold as he got closer and closer until it was like swimming through a maze of broken glass.

Jinafire bit her lip, concerned for her brother's safety as he careful swam through the labyrinth of ice, always just one step ahead of Overflow if a large icicle appeared out of no where and just barely missed skewering him. "Hey, keep away from that, man!" the Aguadite roared, forming a protective layer of ice around the Omnitrix as Ying neared it; the dragon never faulted in his swim however and merely drew back a fist cupping it so that it looked like an eagle's talons and drove it forward with as much power as he had; a dull _boom! _could be heard as fist hit ice and Overflow's entire frame rippled before being consumed in a flash of green light.

The Aguadite was briefly changed back into his human form before the second transformation began, starting with his skin hardening. It wasn't like before, when his skin became hard as rock, but it seemed tougher than that, more stable. It became cold to the touch the metal plating raced to cover his arms and transform his fingers into metallic fingers. He felt all of his organs simply vanish, as if they had never been there before. For a split second, Ben thought he was going to die, until he felt something else take their place. Things that were rounded and notched around the ends as they began to steadily turn against each other, making a steady ticking sound. The metal plating soon covered his whole body as he felt his face become more square like. A thick protrusion sprouted from his head as the Omnitrix symbol appeared on a glass window that showed his insides turning against each other.

"Clockwork!" the Chronosapien cried with a German accent in his voice. He then reached up onto his head and pulled Ying off, throwing him as far as he could; the dragon merely landed on his feet. "Not what I was going for but, I can work with this." Clockwork shrugged.

Ying narrowed his eyes and rushed at Clockwork, thrusting his hands behind him and leveling his head with the rest of his body to make him more aerodynamic and to maximize his speed. Clockwork stood there motionless as Ying drew closer and closer, already preparing to draw back his hand into an eagle fist and strike the Chronosapien where he stood. At the last second, Clockwork raised his hands above his head and the windup key-like protrusion began to spin backwards, a green beam radiating outwards from his chest as the sound of a dying bell filled the ears of everyone watching. Ying suddenly slowed down to the pace of a tortoise, just barely moving across the arena as Clockwork simply sidestepped out of the way and cupped his hands together into a balled fist and striking Ying in the back, sending him down to the arena, defeated; the Chronosapien then restored the time line back to its original speed just before the Omnitrix timed out and returned Ben to the world.

"Nice fight, Ying. You nearly had me there." Ben smiled, bending down to help the dragon to his feet and bowing respectfully. Ying returned the gesture with a small smile and walked back over to the side of the arena, climbing back up over the side as the seventh and final Long brother jumped down from the arena.

"Amazing. To think he can simply manipulate the very fabric of time on a whim." Souh marveled.

"And he can do so much more." Jinafire smiled, her father giving her a confused look.

The seventh Long brother was unlike the others. In the time span in took for them all to walk the dark staircase down to the underground arena, he had somehow or other managed to don a a lightweight, black set of samurai armor that hid his face underneath the horned helmet; a long, curved blade with a golden dragon curled around the hilt was held tightly in both hands, his gloved fingers shifting positions every now and then. The dragon said nothing as he patiently waited for the battle to begin, his tail slowly moving back and forth in the dust.

"Chien-Po, where are your manners? Souh scolded his son.

The samurai seemed to heave an annoyed sigh before giving a small bow to Ben and then resuming his fighting stance. Ben gave a confused look before turned to the Omnitrix and cycling through the available transformations before selecting one at random and pressing down on the activation button, the green light washing over him and changing his form. The first and most noticeable part of the transformation began when the skin suddenly melted off of Ben's skull, the bare muscle and tissue solidifying and turning into a hard, metallic sheen as Ben's head suddenly separated from his body, a forked eyebrow-like crest forming above his green eyes as the transformation continued. His shoulders pinched upwards, forming large points and then an arch as his head floated between them, held in place by some of magnetic field. His skin turned a durable, metallic black with yellow lines and spots as his fingers fused together into large pincers, his frame shooting upwards until it was about ten feet tall. His feet fused together into two large claws, a tingling sensation at the end of his pincers suddenly becoming aware to him as the Omnitrix appeared on his chest, completing the transformation.

"I always knew I had a _magnetic _personality." Lodestar joked.

"Are his jokes always this bad?" Souh asked witih disappointment.

"Not always," Jinafire admitted. "They are mostly _much _worse. Occasionally, he will get a good one, but they are usually much worse than this."

"I take it you did not fall for him because of his sense of humor then?"

"While he can not tell a joke to save his life, he does make laugh." Jinafire smiled as she returned her attention to the battle. The Biosovortian raised his pincers and focused himself, searching with his mind and metallic body for the metal suit and sword in front of him. In a way, it was like trying to throw a mental grappling hook of sorts, searching for the right spot to latch onto before using it to his advantage. Unfortunately, the mental grappling hook was failing him; there were no footholds for him to grab onto or for him to extort.

"Not all metals are magnetic." Chein-Po suddenly said with what sounded like a knowing edge in his voice.

Faster than Lodestar could move, the dragon was gone, nothing but a small cloud of dust where had been moments ago; the sound of feet just barely touching the ground came from behind him and he ducked just in the nick of time as Chein-Po's sword sliced the air above him, just barely grazing his large, pointed shoulders. Lodestar then quickly lashed out with a leg behind him, swiping Chein-Po's legs out from underneath him; the Biosovortian taking the opportunity to make a break for it, summoning a shimmering magnetic field around him.

Chein-Po came charging right at him again, sword raised above his head before he swung it back down in a wide swing to hit the dome surrounding Lodestar, sparks showering off of the force field as the sharpened blade ran over it. The dragon hit the dome a few more times before backing up a few steps and stabbing the sword forward, aiming to try and pierce the dome and work his way inside; Lodestar however, was ready and released his hold on the dome at the last second, Chein-Po sailing right by and missing entirely.

The dragon almost instantly recovered and quickly turned on his heel, swiping the sword across Lodestar chest and leaving a shallow cut before Chein-Po flipped the sword in his hand, grabbed it by the blade, and cracked it over Lodestar's skull, shoving his floating head into his shoulders.

"Time for a change of face." Lodestar moaned, pressing the Omnitrix on his chest and relaxing as the green light washed over him and changed his DNA. Deep orange fur sprouted all over his body, as if a bomb filled with hair suddenly exploded inside of him. His lower jaw jutted out as his teeth became sharp and menacing. The wave of fur raced over his face, covering his eyes as they suddenly vanished all together. He could feel his ears disappearing as what felt like gills take their place. In actuality, they were sensitive ears able to pick up the tiniest of sounds. His shoulders and arms swelled as his dull nails became sharp claws. His legs twisted and formed into the hind legs of that of a dog as a thick green color appeared around his neck, the Omnitrix symbol in the middle.

Wildmutt let out a loud bellow, saliva dripping from his jaws before charging at Chein-Po and tackling him to the ground; the two rolled for a couple of yards before stopping, the Vulpimancer ending up on top and pinning the dragon's shoulders to the ground.

"Not very keen on personal hygiene, are we?" Chein-Po frowned underneath his helmet once he had gotten a whiff of Wuldmutt's breath.

Of course, the Vulpimancer's response was to merely growl, showcasing his razor sharp teeth.

"Not much for words, are you?" Chein-Po asked before bunching up his legs and slamming his feet into Wildmutt's gut, shoving the large carnivore off of him. "Too bad you are not much brains either." he added, his sword once more in his hands.

The Vulpimancer whimpered and stepped back a couple of feet as Chein-Po rushed forward, sword raised above his head. Wildmutt raised an arm to block his face as the sword came down, the blade digging into the armor-like fur on his arm; Wildmutt then took the opportunity to grab the sword in his teeth and bite in half, spitting out the pointed end and leaving Chein-Po with the other half.

"Hmm. Perhaps not so brainless." Chein-Po hummed before reaching behind his back and pulling out a brand new blade form a hidden scabbard on his back, the metal blade gleaming in the low light. "It should not matter though. I've got a few more tricks up my sleeve." he added with a smirk before a loud hissing sound filled the arena and a cloud of noxious, yellow gas expelled from hidden ports all over Chein-Po's suit, enveloping the arena in the stained fog.

"Ben!" Jinafire cried wordily upon hearing the Vulpimancer's panicked bellows. She turned to her father, concern in her eyes. "What has happened to Chein-Po? I know he could not perform kung-fu very well and resorted to swordsmanship, but he was always the kindest! What has happened to him?"

"He lost his love." Souh merely replied. "He fought as best as he could, but he was not good enough and lost the one he loved to another. Ever since then, he has lost his spirit in his madness to be better. And if that means he must have your lover's head, so be it."

"We have to stop this!" Jinafire demanded.

"It is against the ways of our ancestors, Nǚ'ér." Souh told Jinafire.

"As Ben would say, 'screw the ancestors'!" Jinafire frowned. "I will not stand by and watch him get killed!"

"Don't worry, Jinafire! I got this!" Ben's voice reassured her. Jinafire turned away from her father to look down at the arena just as a bright flash of light swept across the ground, blasting the yellow gas back. Ben felt every fiber of his being being ripped apart at the molecular, maybe even the quantum scale, becoming lose and separated. In a way, it was similar to being Goop, but this time it was beyond painful. He felt a darkness within him, like a vile serpent that was curling its way around his heart as the dark fibers began to condense back together into a somewhat more solid form. He watched from what seemed like a third person view as the black fibers, shadows seemed to be the more proper term, twisted and turned and molded together, forming the standard body shape for a four legged creature, complete with four muscled legs that ended in sharp, black hooves, and a tail that consisted mostly of stray hairs, much like a horse's. The sequence didn't stop there as the shadows began to form what seemed to be the head; except they didn't. Instead they morphed themselves into a muscled torso, Ben watched as four thin, yet muscled, arms formed on the torso and chest, two on either side. A small, somewhat human-shaped head formed on the end of a thin neck, elf-like ears forming on either side of it as white orbs took the place of the eyes. Dark, midnight colored hair sprouted from the scalp, tightening and condensing into long, wavy black hair tied into a ponytail. Ben then felt himself get sucked back into the lifeless body, his essence taking residence within the core as clothes began to form on the body; a dark green colored chest plate that contrasted nicely against the being's shadowy skin that swirled and whirled about with little control; arm and wrist guards with black stripes against dark green; spiked shoulder pads that framed a Roman style helmet with a bright green plume of feathers running down it. The agonizing transformation was complete when the Omnitrix appeared on the center of the chest plate.

"Phobos!" the Varjoain announced, summoning two pairs of dark, black blades that shimmered with shadows. Chein-Po frowned and sped forward, sword angled behind his head as he swung, ready to decapitate Phobos where he stood; the Varjoain was faster however, and quickly blocked and parried the blow with one set of swords before swinging low with the other pair and knocking the dragon's legs out from underneath him. He then quickly reared up onto his hind legs and kicked Chein-Po in the chin, his head snapping back ground the blow before Phobos quickly turned around and kicked him with his back legs, sending him flying across the arena.

"Hee-YAH!" Phobos roared as he galloped after Chein-Po, swords raised above his head.

"Satisfied, Nǚ'ér?" Souh asked as he watched his son and the Varjoain clash.

"For the moment," Jinafire answered, sitting back down. "But if Chein-Po goes too far, I will not hesitate to save Ben."

"I will not stop you," Souh replied as Chein-Po ducked under a wild swing of Phobo's swords. "You picked a good one."

Jinafire smiled and watched as Chein-Po kicked Phobos in the withers and quickly climbed to his feet, breathing heavily as his fingers wrapped around his sword. His helmet had fallen off in the battle, laying beaten and dented off to the far side as his black, sweat hair hanged over his face, blocking out his eyes.

"If I can not have love, no one can!" he snarled, charging forward and screaming at the top of his lungs. Chein-Po swung his sword wildly and without care, his expression turning more and more savage as he slashed Phobos once, twice, three times! The Varjoain staggered back with each blow until Chein-Po went for a head shot and tried to slice his head for a trophy; Phobos had had enough.

Just as the sword was about to slice through the shadows of his neck and end his life and whipped a hand up and cut the blade in his fingers; Chein-Po grunted and tried to edge the sword forward, but Phobos never wavered. He slowly and forcefully pried the weapon from Chein-Po's fingers and tossed it over his shoulder without a care, latching onto his shoulders with the other two arms. The Varjoain then grabbed Chein-Po's head with the other set of arms and held it still as he brought his face closer and closer to the dragon's.

"Look into my eyes and tell me what you see." Phobos growled in a low, demonic sounding voice that Jinafire had never heard before. A high wind suddenly picked up within the cavern, howling loudly until the torches flickered out and darkness enveloped the arena; Jinafire could hear her six other brothers all cry out in panic, and she could sense her father's pulse quickening beside her, but she never moved, only watching with a slight smirk as a sort of whirlwind appeared about Phobos and Chein-Po. The shadows on Phobo's body became roaring flames of pitch black darkness as he pressed his face closer and closer to Chein-Po, his white eyes narrowing as the dragon screamed. Chein-Po screamed as if he had seen the devil, as if he had been through the worst kinds of torture imaginable, as if he had been sent to hell and back and then sent back to hell a second time.

"The first rule about being a warrior is do no harm," Souh said. "Unless you mean to do harm. Then do lots of harm, which Ben appears to be doing. How long will he keep this up?" he asked his daughter without concern for Chein-Po, though Jinafire could sense slight concern in his voice.

"He will let up when he is sure Chein-Po has paid." Jinafire responded, never turning her steely gaze away from Phobos and Chein-Po. "Or until I say so. Gòule!" she suddenly yelled. Phobos hissed and pulled his head away from a snow white Chein-Po, letting him fall to the ground and curl up into a fetal position, murmuring incomprehensible things as he rocked himself; the Omnitrix timed out seconds later, and Ben bowed respectfully to Chein-Po before grabbing hold of his tail and dragging him over to the side of the arena towards his brothers. All of them but Ling and Malao shrank back as Ben approached and slipped Chein-Po over to them.

"I guess this means I've won, huh?" Ben smiled.

"Indeed, my boy." Souh smiled. "However, I would like to ask what you did to my son before you take my daughter back home. I believe she finds her new life to be more . . . acceptable . . . than before." he paused to search for the right word.

"He saw his worst nightmare," Ben explained. "Whenever anyone looks into Phobos's eyes, they always see what they fear the most."

"Hmm. A useful tactic indeed," Souh agreed before climbing to his feet and slamming the butt of his staff into the wooden bleacher, creating a loud booming sound that echoed throughout the arena; the torches flickered back to life. "You have bested all seven of my sons and have won the right to court and marry my daughter. You have brought honor upon yourself and to those you have defeated," Souh announced loudly, as if he were proclaiming it to the whole world. "But most of all, you have made my daughter happy." he added with a smile as Jinafire jumped down from the bleachers and ran over to Ben, pulling him into a tight hug and kissing his cheek.

"Make her happy, boy." Souh told Ben.

"I will, sir." Ben bowed.

"Please, you may call me 'father'." Souh smiled, bowing to Ben. Ben's eyes widened as Jinafire's grip on him tightened before Ben returned the bow.

"Well, I guess we'll be off now," Ben smiled before turning to the Omnitrix for one last time and cycling through the transformations before selecting the one he needed and pressing down on the activation button. Ben's fingers hardened into sharpened blades as a long, whip-like tail sprouted from the base of his spine and stretched out a couple feet. His toes ripped out of his shoes and melted into four claws, two in front, two in back. The ball of his heel crunched forward, moving under his foot bones and becoming perfectly round and smooth, suddenly separating itself from his foot and held there by his curved toes. Ben felt his skull stretch back into a sharp point and his legs bent backwards. A pointy, black helmet with a slide down mask materialized on his head and a tight, black and green body suit appeared on himself, the Omnitrix and Skurd appearing on his chest, completing his transformation.

"Gotta flash!" XLR8 quipped as Jinafire climbed onto his back and waved good-bye to her family before the Kinceleran zipped off in a black and blue blur and raced up the stairs and out of the house with a loud "WOO-HOO!"

"Just when I thought his jokes could not get any worse." Souh sighed with a smile.

"I thought it was funny." Malao smiled cheekily as the rest of the brothers groaned, both at Malao and at the thought of soon having Ben as a brother-in-law.

* * *

Clawdeen bit her lip as she held the letter in her hand, taking a curious sniff at it with her sensitive nose; it didn't smell any different than a regular envelope. She sighed and decided to get it over with, tearing open the envelope with her claws and unfolding the letter to read it with a semi-bored and winded expression.

__Dear Clawdeen,__

__Let me just start off by saying I was wrong.__

__You're probably confused right now, and quite frankly I can't blame you (Time travel gives you such a headache, am I right?). Let me catch you up to speed.__

__Ever since that night when I thought Ben and my Beast Friend Forever had been wiped off the face of the earth by a psychotic alien ghost and an oversized grandfather's clock, I quickly fell into despair. As the years went on and the fighting increased, I used that despair to fuel my hatred for Zs'Skayr and his followers. I wanted nothing more than to see their heads torn from their shoulders and painfully mounted above a fire place for me to enjoy playing darts with. A sick image, I know. And then Toralei came into the picture, and she fueled by aggression and rage, pointing out that if Ben had just stayed in his own dimension, then none of this would have happened. And I sadly had to agree.__

__I'm sure you're well aware of my (our?) dream of being a famous fashion designer? Well, that dream quickly went down the drain in the following years of the Rebellion. My main dream right now was to end this stupid war and make Ben pay for everything he did to us, if I found him. And then he suddenly appeared.__

__I was relieved beyond belief that he was alive and not dead, because that meant La La was alright too. And Frankie, thank goodness, was given a second chance as well. But I still hated Ben, and I wanted to make him suffer for everything he had put us through. But I couldn't out right torture him without upsetting several ghouls that could seriously kick my ass if they wanted to. So I only made his life a living hell whenever we were alone or on a mission together.__

__But then I realized something on a mission to save Gigi (Ben will explain).__

__Ben never asked for any of this. He never asked to find the Omnitrix and have all this responsibility planted on his shoulders. He never asked to risk his neck for people he didn't know, and he never asked for the fame he was given (I don't think we was given fortune. Otherwise, he would have bought better clothes). But he excepted the life he was given and chose to make the best of it. While he was slightly stubborn, cocky, and immature when we were together, he was also showed me that he was smart, cunning, brave, and courageous with no concern for his safety when the lives of others were involved. Against my own will, I developed a mutual respect for him.__

__And then the day came when the Way Bad attacked the Base. I was so foolish then. I ran away like a coward and hid within the safety of the base while Ben went out and risked his life to protect those he cared about. La La nearly died out there and I was too scared to do anything. But not Ben. He nearly died himself making sure he was alright and he beat the Way Bad while he was at it.__

__I guess somewhere along the line from then and writing this letter I developed feelings for him. I admired his bravery and strength, both physically and emotionally. Get together with him sometime for a date, and I promise you'll enjoy yourself. I'm not saying you should go right out and ___**SMUGE **___him, but give him a chance. I know you like him. Or at least, like Blitzwolfer.__

__Yes, I remember our little crush all those years ago. I still have a picture of you and Ben together tapped to the inside of my bra (what? It was the only place I could think of where Toralei couldn't possibly find it).__

__Just do yourself a favor and go out with him.__

__Love,__

__Clawdeen__

Clawdeen's face was now a dark mahogany in color upon reading the last couple of paragraphs of the letter; even though part of the sentence was scribbled out so that no one could read it, she had a pretty descent idea at what had been written there. And she did have to admit, she had started to form tiny feelings for Ben in the short time she had gotten over her hatred of him. But was she really ready to try and date him? She looked back upon her ghoulfriends; Frankie, Robecca, Venus, Spectra, Skelita, Jinafire, Jane, all seemed pleasantly happy with Ben in their lives. And if that kept up, they would soon end up as a pack, to put in Jane's terms.

A sudden rushing sound caught her sensitive ears and she quickly dove out of the way as a black and blue blur sped right through the spot she had been standing moments ago. "Ahhh! Can't stop, no traction!" the blur wailed before it crashed face first into a tree and slid to the ground with a groan. Jinafire, who had jumped off at the last second, smiled and helped XLR8 to his feet, giving a small kiss on the head.

"Remind me to get brakes on these things." the Kinceleran grumbled, holding up one of his balled feet for emphasis." Clawdeen sucked in a deep breath before looking back at the letter a second time.

Screw it, she thought.

"Hey, uh, Ben?" Clawdeen asked nervously, walking over to XLR8 and ignoring the curious stares her friends were giving her.

"What can I help you with, Clawdeen? At least you're much nicer back here in the present." XLR8 smiled before Jinafire elbowed him in the ribs. "Sorry." he apologized.

"Whatever," Clawdeen pushed the comment aside. "Uh, are you busy tomorrow?" she asked.

"Well, if I can get out of bed and avoid Charmcaster's wrath, then I should be pretty free tomorrow. Thankfully it's Frightday and we didn't have any homework at school." the Kinceleran sighed with relief.

"Hard to believe you were able to remember that after everything we went through." Jinafire noted.

"Hey, fast reflexes, fast mind," XLR8 told her before returning his attention back to Clawdeen. "You were saying?"

"Yeah, uh, right," Clawdeen bit her lip; she shifted the letter before her fingers, having last minute thoughts about talking to Ben. "Do you, uh, maybe . . . I dunno . . . wanna go out sometime tomorrow?" she winced, unsure if she was saying it right; the words felt foreign in her mouth.

XLR8 blinked and turned to Jinafire, seeming to have a mental conversation with her before speaking again. "Uh, sure. Sometime around lunch?" he suggested.

Clawdeen mentally sighed with relief and merely nodded her head. She felt like a great weight had been taken off of her shoulders and she could finally start breathing again. "Sure. Call me if you need to reschedule." she told him before a thought came to her. "Uh, how long are you going to stay like that?" she asked, gesturing towards the Kinceleran's body.

"Until I time out." XLR8 shrugged. "Now if you'll excuse me, I have a worried sorceress to avoid and one Frankie Stein to return to her parents." he said as Jinafire climbed on his back and hung on as he quickly zipped over to Frankie and scooped her up in his arms before speeding off in the blink of an eye.

Clawdeen exhaled, not realizing she had been holding her breath and collapsed on the ground to rest, staring up at the full moon overhead and wishing it would still be around come morning to give her its confident glow.

**And there we go!**

**Let me just say that it was both a joy and a pain to write this chapter. Not only because I love writing this story, but because I promised a deadline, and I really hate deadlines. I like writing at my own convince which, thankfully, is pretty descent with you guys. It was mostly a pain because I had to study hundreds of different videos of martial arts to get the fights just right.**

**Another pain was the fact that I kept on getting negative comments about giving feathers in the next chapter. Memo to self, never write about dinosaurs ever again. Then again, I'll most likely break that promise. If you are only reading this author's note and skipped the first one, I suggest you go back up there and read what I've said about this particular issue. I'll wait.**

**We done? Good. Hope that clears some stuff up.**

**For those of you still waiting for the feathers to start to fly back in Ben's dimension, you'll have to wait a few more chapters. I need to tie up loose ends in the Monster world before going back to Ben's world and quite frankly, there are just way too many strings to tie (not that I'm complaining). So be patient!**

**As always, comment, review, suggest, and request down below!**

**Hasta Luego!**


	38. A Howling Good Time

**Hey, Creaturemaster here! Bet you weren't expecting _another _chapter so soon, huh? I am on a role!**

**Okay, to tell you the truth, I am on Spring Break and I hardly have anything to do but write more chapters for this wondrous story. Then again, that means more reading for you guys, eh?**

**Now, I've pretty much used up all of my creativity for author notes from the last two chapters or so. Thankfully, I don't have to be creative for this one! Basically, a reader by the name of _Blitzwing101 _has suggested a pretty cool idea for a filler chapter later on.**

**Essentially, this chapter would involve Ben and a few of his ghouls being summoned to a sort of championship, with characters from other franchises also making appearances as they all fight for a grand prize. Now, I think this idea is pretty fabulous and might make a good ending chapter for this awesome story. But before I write it, I want to hear your feedback about the idea and possible suggestions.**

**For _this _chapter, I would like to thank both _Zak Saturday _for giving me the idea with Casta, and _Morantis _for helping me figure out how on earth to set up Ben and Clawdeen's date! Read it and weep, guys!**

**As always, comment, review, suggest, and request down below! And I'm _still _excepting Nemetrix predators! Send 'em in if you haven't already because the contest is closing soon!**

**Onwards!**

Ben shifted in his sleep and slowly cracked open an eye, his body stiff and limp as a noodle at the same time, if that was possible. He felt so tired, it felt like he hadn't slept in eons. Then again, he had hardly rested at all during his time travel mess, never getting a chance to get a full nights sleep before he was sucked into another rescue mission or battle that would most likely result in him kicking the other person's butt. Ben sucked in another breath and stiffed a yawn, stretching his body without getting up in bed; he wasn't quite ready to move just yet.

A soft snore caught his attention, he looked down to see Jinafire in her night clothes lying next to him, her head resting on his bare chest as an arm was hooked protectively across from him. On other side, Spectra rested her head next to Ben's, her cape of purple locks covering most of her pale face as she slept. At the foot of the bed was Jane wrapped up tightly in a blanket like a caterpillar inside of a cocoon; Ben decided not to disturb any of them and instead decided to simply rest in bed and try to fully wake himself up.

The events from last night came rushing back to him; Frankie's parents, after a few minutes of yelling back and forth with Ben behind a locked door and the Steins on the other side, had finally managed to convince them to let them in and return their daughter to him. Ben figured that he wouldn't be seeing Frankie at school for a few days, not until Frankie herself managed to convince them that she was fine and would survive to live another day. Ben doubted he would even be able to see her for a few days after that, much less even be able to talk to her.

And there was Charmcaster. She had been worried sick about Ben and the others when he didn't return until past midnight, and had nearly smothered him to death upon walking back in through the front door; it took the combined strength of Jinafire, Jane, and Spectra to pry the sorceress lose and a tad longer to let them simply crash for the night and explain themselves in the morning. Ben could only imagine how Charmcaster would act when she was told that they were technically gone for two months at the very least.

"Morning, handsome." Spectra yawned with a smile, her hair frizzy and hot with static electricity from the hot night.

"Morning, beautiful," Ben smiled. "Sleep well?"

"As much as anyone who's been dragged through time and space by their shape-shifting boyfriend can." Spectra smiled, kissing Ben on the cheek. "I hear you're going on a date with Clawdeen later. Where do you plan on taking her?"

"Wherever she wants to go," Ben shrugged. "And you're okay with this?"

"Of course I am," Spectra smiled. "You can't help it if you're so attractive. And besides, you already got nearly have a dozen ghouls with you, me included. A few more isn't gonna hurt anyone."

"Yeah, except me. Imagine what my mom's gonna think." Ben cracked.

"Well, worry about that later. For the moment, just enjoy the fact that you're so popular with the ladies." Spectra smiled, kissing him on the cheek again as Ben turned red; it wasn't just the compliment that made him change color, but how Spectra was dressed as well. All he had really done before passing out in the guest room's bed was take off his shirt and change into a pair of black sweatpants Frankie had bought for him to keep warm on chilled nights. Spectra however, was dressed in a white nightgown that was barely visible against her pale skin. Not only that, but it was see through too, Spectra's black bra and panties showing up incredibly clear and taunting Ben. He resisted the urge to tear the clothing off of her and merely settled back into bed.

Spectra smiled and saw that restrained, lustful look in his eye. _Soon, Ben, _she thought. _Just wait a little longer. But that doesn't mean I can't pleasure you now._ With a seductive smile, she laid back down next to Ben and slithered an arm across his chest, like a snake sliding over a well worn rock. Ben saw that look in Spectra's eye and didn't move as she took his lips in hers and moved her hand up to his head, forcing him closer and deepening the kiss as her tongue slipped back his lips and into his mouth. To most people it seemed impossible for a human and a ghost to behave in such a manner, but Ben and Spectra somehow managed to defy the logic that they should pass right through each other. Spectra moaned slightly as Ben ran his hands down her spine, nimbly skipping over her bra strap and just barely touching the hem of her panties as he continued to slide them up and down her body; he was teasing her, and Spectra was enjoying it; and with the presence of two other ghouls a mere foot away, Spectra couldn't help but feel naughty.

Ben, seeming to sense the feeling, slid his hands down her spine, his fingers just barely sliding under her bra strap and lifting it back just a tiny bit amount of before continuing its journey down her back; Spectra shivered at the gesture and forced her tongue deeper into Ben's mouth, her fingers digging into his hair and pressing into his scalp. Ben suddenly cupped his hands like a pair of eagle's talons, a move he had seen Ying perform back in Fanghai, and suddenly squeeze Spectra's ass with great force; had their lips not been pressed together, Spectra would have screamed with delight as Ben rubbed slow circles into the flesh, pulling her close and holding her tight as they bodies fit into the other with ease.

"I love you." Spectra moaned, lightly kissing Ben's neck and collar bone area.

"I love you too." Ben told her, taking her lips in his and sliding his own tongue past her full lips, Spectra muffled moaning making him pleasure her all the more as he played with ass more. Eventually they had to stop when Jinafire and Jane started to stir, the happy couple sharing one last kiss before settling back into bed as if nothing had happened.

"Good morning, Ben." Jinafire smiled. "I assume you are well rested?"

"Well, I don't feel like I'm gonna drop dead from exhaustion anymore if that's what you're asking," Ben replied. "Who knew yelling at a reanimated corpse could be so tiring?"

The dragon smiled as Jane turned over in her sleep, quietly asking for five more minutes. "I hope my sudden appearance and attire does not startle you." she apologized; similar to Spectra, she wore a orange nightgown that showed off her curves and allowed her tail and flow out to its full length while showcasing her dark, purple bra and underwear, a small smile coming to her lips when she saw she was driving Ben wild.

"Not at all." Ben yawned, sitting up in bed and stretching before scooting to the edge and climbing to his feet to grab his T-shirt that hung over the back of a chair that sat facing a desk. He was unaware that the ghouls were a little disappointed to see him put his shirt back on, but Ben didn't notice as he made his way to the door and down to the kitchen, the ghouls following after him and not bothering to change; other than Ben, the entire house only had girls.

"Well look who finally decided to show up." Charmcaster greeted them with a semi-sarcastic manner. "It's about time you woke up. I was afraid I would have to eat breakfast all by myself."

"Since when do you cook?" Ben asked as he grabbed his plate of bacon and eggs and opted to lean against the counter as he scarfed it down; Spectra, unable to eat normal foods because of her physiology, opted for just some orange juice as Jinafire roasted her slices of Ghost Toast over her open lips, scorching to the right temperature with her flaming breath.

"I didn't always steal my food, Ben," Charmcaster replied with a role of her eyes. "I mean, sure I sometimes stole ingredients, but I know how to make home cooked meals."

"Can you try teaching my mom a thing or two? I swear, only Rook can eat the stuff she makes." he joked. The ghouls all shared a laugh before a loud noise interrupted them, filling the kitchen with noise.

_"It started when an alien device did what it did!"_

_"It stuck itself upon his wrist with secrets that it hid!"_

_"Now he's got super powers, he's no ordinary kid! He's Ben 10!"_

"That would be me." Ben smiled sheepishly, setting down his plate and grabbing his iCoffin on the counter as it buzzed. Ben paused, ignoring the rock and roll version of his own theme song and checked the number; it wasn't one that he recognized. Curious, he pressed the answer button and held it up to his ear.

"Hello?" he answered.

"Hello? Is this Ben Tennyson?" a woman's voice asked desperately over the phone.

"Speaking." Ben hummned.

"Oh, thank ghoul! Listen I need your help!"

"Hold that thought," Ben stopped. "Just who exactly is calling?"

"What? Oh, sorry. It's just that things have been going crazy over where I am and-"

"Stop. Tell me your name." Ben demanded in a calm voice.

A deep breath came from the other end, as if the person were trying to calm herself. "Right. Sorry. My name is Casta Fierce." the woman answered.

"Hold that thought." Ben told her once more before putting his hand over the phone and turning to the ghouls. "Any of you know a Casta Fierce?"

"Are you kidding me!?" Spectra practically screamed. "Casta's only one of the biggest musicians in history!"

"Then why haven't I heard of her yet?" Ben asked.

"Because Casta has an unfortunate habit of turning her fans into animals," Jinafire explained. "One slip of her lyrics, and the audience is no longer the same."

"So her music is only really safe on a recording," Spectra continued. "And because of this, she only ever does one live performance on Halloween night."

"Alright," Ben mused before returning his attention back to the phone. "Sorry about that. What do you need?"

Casta gulped nervously on the other end before speaking. "You're the alien kid, right? The one with the watch?"

"Yeah, why do you wanna know?" Ben asked suspicously.

"Oh, thank ghoul," Casta sighed with relief. "I need you to be my bodyguard for a few days."

"I am not just bodyguard for hire," Ben frowned. "But lets say I take the job. Why do you need a bodyguard?"

Casta sighed, as if she was very tired. "Look, I can't explain to much. I'm afraid the lines might be tapped or something."

"This is a cell phone." Ben pointed out.

"Still," Casta sighed. "Look, can you just meet me at Dread Lobster at around noon? I can explain everything there."

"Depends," Ben said with a small smirk. "Is this a date?"

"No!" Casta protested. "More like a business lunch if anything."

"Alright, I'll meet you at Dread lobster's at noon so you can _try _to convince me to work for you. Deal?" Ben asked.

"Deal." Casta responded. "See you in an hour." she added before hanging up.

Ben turned off the iCoffin and set it down on the counter, picking up his plate of food and starting to eat again while the ghouls waited with bated breath. "Well?" Spectra asked earnestly.

"She wants me to be her bodyguard." Ben replied through a mouthful of eggs.

"Are you going to take the job?" Jinafire asked.

"Don't know," Ben shrugged. "But it looks like I'll have to reschedule my date with Clawdeen."

"Oh, she's not gonna like that." Charmcaster frowned. "By the way, why is your ring tone a version of your theme song?"

"You have a theme song?" Spectra asked.

"Comes with being world famous," Ben shrugged. "People produce all these TV shows and movies about my adventures and what not and I'm sometimes asked to act in them when they can't get a hold of any alien actors willing to work."

"But why is your ring tone your theme song?" Charmcaster asked. "For that matter, _how _is it your ring tone? Last time I checked, you weren't exactly world famous in this universe." the sorceress pointed out.

"At one point I used Grey Matter to try and open up a wormhole back home," Ben replied. "Didn't worj though. All I managed to do was hack into a computer on the other side and that song just happened to be on it, among other things." Ben told them. "Plus, it reminds me of home."

"Fair enough," Charmcaster shrugged. "What movie is that song from anyway? I've only seen one of them."

"_Race Against Time_ if I remember correctly," Ben said, finishing his eggs and setting them in the sink. "And you've seen my movies?"

"I got bored once, alright?" Charmcaster grumbled. "It was terrible by the way."

"Hey, don't blame me. Blame the writers." said Ben. "Any of you ghouls want the shower first? Brainstorm managed to get the pipes flowing again."

Spectra shook her head. "No, you're the one with the two hot dates today." she smiled.

"One date," Ben corrected her. "Casta and I are strictly on business."

"If you say so." Spectra smirked as Ben climbed the stairs back up to the second floor and went into the guest room. Jane was still curled up on the end of the bed, completely wrapped up in her blanket as she dozed off; Ben ignored her, letting her rest, as he grabbed a fresh pair of clothes and a towel from the dresser and made his way to the bathroom, whistling his theme song all the while.

* * *

Jane sucked in a deep breath and exhaled, relishing the feel of the warm water washing down over her naked body. Despite having almost been passed out for the past several hours, she still felt exhausted and her mind was all buzzy, like she had drunk too much coffee. She would have joined everyone else downstairs for breakfast, but she was not necessarily hungry nor quite ready to be around others at the moment.

Despite the reassurances of Robecca, Venus, and Ben, she was still unsure of her relationships with them. It wasn't that she didn't like them, she really did love them all; Robecca for her patience and levelheadedness, Venus for her wild and carefree spirit, and Ben for his sense of humor and bravery, among other things. But what worried her the most was what other people would think of them. While all their friends were completely fine and actually support their relationships with each other, she was more concerned about the rest of the student body would say when they saw them together. What would they think? Would they ridicule her? Tease her? Call her names?

She suddenly felt a sharp pain in her head and she hissed as she held her throbbing skull with one hand; the other was shaking violently, twisting up and down at the wrist as her bones ground and shifted, her nails forming into razor sharp talons. Jane quickly sucked in a breath and tried to steady her jittery nerves, focusing on clearing her mind. Slowly, ever so slowly, her hand stopped convulsing and jolting and the cracking sound stopped, the talons returning back to their normal length.

"It happened again." Jane panted, ignoring the warm water pouring down on her head. Ever since meet with the Time Patrol, her mind had been abuzz with worry and angst. Sure, it was reassuring to see Hexiciah so defendant of his daughter's relationship with her and Venus, but the words still stung like the time she had accidentally been stung by a scorpion; it had been an accident, and the scorpion was terrible sorry it had happened, though Jane couldn't quite blame for assuming she was an enemy. After that, they became quite good friends.

She was so deep in thought and worry, she didn't hear the door to the bathroom open, or the sound of clothes being removed and tossed to the floor, or the sound of a peppy tune being whistled a tad off key. In fact, she didn't know that she wasn't alone in the bathroom until the shower curtain had been yanked aside.

"AAAAAAAAAAAAHHHHHHHHHH!" Jane screamed instinctively covering her body with her arms and hands.

"AAAAAAAAAAGGGGGGGHHHHHH!" Ben cried, equally shocked and surprised. "Oh, Sphinx! I nearly had a heart attack." he breathed, clutching his chest with one hand.

"You had a heart attack? What about me!?" Jane cried, yanking the shower curtain to cover her naked form. "What are you doing in here anyways?" she asked after she had managed to calm herself down a little.

"I was going to take a shower to get ready for my date," Ben explained. "But since I got a call from Casta Fierce, it looks like that'll have to wait. I'm suppose to meet her at Dread Lobster in an hour." said Ben before realizing something. "I'll just, uh, go somewhere else." he said, slowly making his way towards the door.

"Ben, wait." Jane sighed; she couldn't believe she was going to do this. "Since you have to be going soon and I'm done with my shower, do you . . . want to join?" she winced. The idea sounded absolutely horrible and frightening in her head, and she had no doubt alienated Ben in every way imaginable for even suggesting it.

"If you're okay with it . . ." Ben trailed off.

"Absolutely." Jane reassured him nervously, her violet cheeks flushing a deep magenta as she pulled the curtain aside and let Ben climb into the shower with her and move underneath the running shower head.

"You sure this isn't making you uncomfortable or anything?" Ben asked as he started to suds his hair. "You're sure you're okay with this?"

"Yes." Jane managed to say, trying to avert her gaze from Ben as he swiped a sponge over her arms.

"Good. So we agree that we never talk about this again?" Ben asked.

"Agreed." Jane nodded.

The two simply stood there for the next couple of minutes simply getting clean and taking turns getting soaked underneath shower head while the other lathered up. Jane mostly concentrated on averting her gaze towards the times she and Ben swapped places, trying to ignore his strong muscles and surprisingly thick member that made her turn red; Ben was having a similar problem trying tear his eyes away from Jane's small breasts and ass, trying to make her her as comfortable as possible.

"You're sure you're okay with this?" Ben asked after a few minutes.

"I'm fine Ben," Jane reassured him. "I am not going to collapse at any minute."

"I know," Ben said as he rinsed the soap out of his hair. "It's just that you're always so . . ."

"Scared?" Jane supplemented the word.

"I was going to say 'easily startled'." said Ben. "Growing up in the jungle didn't really help your social skills, did it."

"Unfortunately no." Jane sighed.

"Do you ever regret it? Growing up in the jungle I mean." Ben asked.

"Sometimes," Jane admitted. "Sometimes I wish I had been born in a normal house in a normal city with a normal life and not have been born in the wild with no one to talk to. But then again I wouldn't have made so many animal friends or met you and the girls."

"You mean Venus and Robecca?"

"Yes." Jane replied.

"And you love them?"

"Very much," Jane admitted. "It's not everyday a ghoul goes after one guy and ends up with a mini-pack herself." she added with pink cheeks.

"Funny. I was thinking the same thing about my harem." Ben smiled.

Jane blinked. "Has it ever worried you that people won't approve of you relationships with so many ghouls to the point where they'll force you to only love one?" she asked.

"A little," Ben admitted with a shrug. "But I'm letting that happen. I love you all too much to let someone else tell me how to live my life. Even if it might be my own parents."

"And your parents would be okay with you dating monsters?" Jane asked.

"They've already excepted the fact that I might not find a human girlfriend, considering my job." Ben admitted with a smile. "It's not exactly easy to keep a girlfriend when you might have to leave right in the middle of a date to go kick some bad guy's ass."

"I assumed," Jane sighed, stepping under the show head and washing herself clean. "You almost done?"

"Almost." Ben said.

"I'll leave you to it then," Jane spat out a mouthful of water and made her way to the edge of the shower, shaking her feet free of any water as she stepped out. Suddenly, her foot slipped on the wet floor and she fell back, yelping with fright and crashed into Ben, both of them falling to the floor and laying there for a few moments as the shower pelted them with water.

"Ow." Ben moaned. "You okay?" he asked, sitting up and rubbing his aching skull."

"Uh, B-ben? D-d-do you m-mind?" Jane stammered, trying to stifle a moan of pleasure.

Ben blinked and tried to see what Jane was getting at before he realized that his fully erected member was placed right between her legs when Jane had landed on him. With a yelp, Ben shoved Jane off of him and scrambled to his feet, rapidly apologizing under his breath. "Sorrysorrysorrysorrysorrysorrysorrysorrysorrysorrysorrysorrysorrysorry!"

"Ben, calm down," Jane managed to say. "It was an accident. And besides, no else but us knows, right?"

Ben's paused in mid step, his entire face a beet red as he hiked up a towel around his waist, his clothes stuffed under one arm as he reached for the door knob with the other. "I guess." he surrendered, relaxing slightly. "When did you become so calm?"

"Since you told me everything was going to be alright." Jane smiled, climbing to her feet and shutting off the water.

"I told you that numerous times before." Ben pointed out.

"Yes, but it never hurts to have a refresher, now does it?" Jane smiled, hugging him and kissing him on the cheek; Ben was dully aware that her breasts were pressed against his chest. Not that he minded all that much. "Good luck on your date." Jane smiled.

"It's not a date!" Ben argued over his shoulder as he left.

* * *

Casta bit her lip and looked frantically at her watch: it read 12:15. The witch glanced nervously about, her lavender eyes tracing over the other patrons of the restaurant; every variety of monster imaginable could be seen seated at one table or other, feasting on an assorted seafood and other delicacies. The pop star however, didn't see innocent monsters just trying to enjoy themselves and have a good time. No, she saw terrorists, monsters who wanted her dead. She saw beady eyes watching her every move, plotting the cleanest and most effective way to kill her while making it incredibly painful at the same time; she adjusted her glasses and pulled her black hood over her head a little tight to hide her identity. So far, no one had recognized her.

The ringing of a bell met her ears and she turned her head up just enough to see a boy walk through the front doors of the restaurant, glancing around and admiring the decorations and architecture. He had scruffy brown hair and bright green eyes that held both a limited amount of intellect and an unlimited amount of bravery. He wore a white and green hoodie with a set of green and black headphones around his neck, his hands shoved deep into his brown cargo pants; Casta instantly recognized who he was and got up from her table and left a hundred dollar bill, briskly walked over to him before he could talk to an attendant.

"Are you Ben Tennyson?" she asked, even though she already knew the answer.

"Yes," Ben answered. "You Casta?"

"Shhhhhhhh!" the witch hissed furiously. "I can't let anyone know I'm here."

"Right," Ben whispered. "So, uh, what's the problem?"

"I'll explain later," said Casta. "It's not safe for me here."

Ben sighed and rolled his eyes. "Fine. Where to?"

"Follow me." Casta instructed, taking Ben's hand in hers and pulling him out through the doors he had just walked through and back out into the cold November air; it took a little while for Ben to get use to the fact that no time had passed since he had been warped to the future, and could hardly still believe it was still November, almost December now that he thought about it. He allowed Casta to drag him down the sidewalk and towards a nearby park, walking down the path before she suddenly dove into a bush and pulled Ben in along with her.

"Hey, a little warning next time!" Ben yelped, spitting out a mouthful of leaves.

"Sorry," Casta apologized. "But I'm not safe in one spot for long."

"You're acting like someone wants to kill you." Ben pointed out.

"That's because someone _does_." Casta said sadly, slipping off her black hood and glasses to reveal pale, green skin and bright, lavender eyes underneath frazzled black and orange hair; she looked like she had been up all night, unable to sleep. With a sigh, she reached into the pocket of her black sweatshirt and pulled out a letter whose corners were slightly torn, as if they the piece of paper had been torn off of something.

"Someone threw this through the window of my house on a brick." Casta told Ben as she handed the letter to him. The letter had barely left her hands before she suddenly had second thoughts and yanked the letter out of his fingers. "Change into an alien. One of your strongest ones." she demanded. "I need to know you're the real thing."

Ben sighed and turned to the Omnitrix, cycling through the roster before selecting one at random and pressing down on the activation button; the green light washed over his form, blinding Casta in the small space of the bush as Ben's DNA was rearranged and changed. His skin began to harden into a smooth covering, little diamonds and crystals racing up his arms and legs to cover him as his bones disappeared altogether and he shot upwards a few feet. Ben felt his jaw line push out a little ways, his teeth fusing together into two, hard plates as his head pinched back into a sharp crest. Two, sharp blades suddenly sprouted from his back as his entire body hardened into a diamond-like substance, a black and green jumpsuit materializing on with the Omnitrix attached to a belt around his waist, completing the transformation.

"Satisfied?" Diamondhead asked, the top half of his back blades sticking up out of the bush even if he crouched as low to the ground as possible.

"Very. You can stay like that while we talk." said Casta, handing him the letter and already feeling much safer around the Petrosapien. Diamondhead took the large in his large fingers and opened as carefully as possible, squinting his eyes to read the letter.

_STOP PLAYING MUSIC. YOU ARE A THREAT AND A MENACE TO NORMIES EVERYWHERE AND ARE HEREBY ORDERED TO CEASE ALL ACTIVTIES INVOLVING YOUR CAREER AS A MUSICIAN. IF YOU DO NOT COMPLY, WE WILL BE FORCED TO TAKE ACTION AGAINST YOU AND END YOU AND YOUR CAREER. STOP PLAYING MUSIC AND YOU WILL LIVE. REFUSE, AND WE WILL NOT HESITATE TO KILL YOU AND YOUR MONSTER SCUM._

"Very direct, aren't they?" Diamondhead said dully. "So this is why you need me as a bodyguard?"

"Exactly," Casta said sadly, hugging her knees. "I don't want to give up music. It's my life. But what am I supposed to do when my next concert or recording could be my last?"

"Keep doing what you love, that's what." Diamondhead replied, crumbling up the letter in his hands. "What I don't get is why this guy's going after you and not Catty Noir or Elissabat. Imean, you only really perform publicly once a year, so why is this guy only threatening you?"

"I have no idea." Casta sighed. "It's probably because my songs are more dangerous than others."

"Right. If sing one word wrong, you can accidentally change someone into an animal." Diamondhead mused. "Fine. I'll take the job until this creep's caught." Casta seemed to collapse from relief. "Oh, thank ghoul! I didn't think I was gonna find someone in time!"

"Uh, what's that suppose to mean?" the Petrosapien asked, confused.

"I'm having a charity concert tomorrow. All ticket sales will go towards a music program for orphans, and I was afraid I would be attacked tomorrow." Casta explained. "Concert starts at 8:00, be at this address by 6:00," Castat instructed. "You attend Monster High, right?"

"Um, yeah?" Diamondhead said.

"Bring anyone you like with you. The more eyes, the better." Casta sighed with relief, handing Diamondhead a slip of paper with her address on it. "Any questions?"

"Uh, yeah. What am I getting out of this?"

"You'll be paid 750.00 an hour, and you'll get double that if you catch this creep in the act." Casta promised him, her face splitting into a small smile when he saw Diamondhead's jaw drop. "So, you're in?"

"And I can bring anyone I want to the concert?" Diamondhead asked.

"If they check out with the rest of security. Since you're the most capable, you'll have the final say in things, but the other members will have to check them out just to be sure," Casta explained. "I'm a little paranoid right now, alright!"

"Okay, okay! Chill out!" Diamondhead raised his hands in surrender. "Do you want me to take you home for a little bit? You look like you haven't slept well in a while."

"If it's not too much trouble." Casta sighed, rubbing her aching temples. Diamondhead nodded and slapped the activation button and holding still as the Omnitrix briefly turned him back to his human form, faster than the eye could blink, before injecting a new set of DNA into his bloodstream. His back expanded outwards, becoming dome-shaped and hardening into a tough shell as his fingers all fused together and his arms flattened out into large paddles that quickly turned into flippers. His toes ripped out of his shoes, fusing together into three, stubby claws on his short legs as the shell on his face expanded to engulf his head and chest, a small hole opening up near the top to allow Ben's head through as his lips turned into a hardened beak. Six, large holes suddenly opened up on his carapace, the Omnitrix appearing on his chest and completing the transformation as his skin turned a rough, green in color and texture.

"Ready to fly?" Terraspin asked, giving a small jump and spinning his large flippers as his legs fused together into a third; the flippers quickly spun on their own axis like the blades of a helicopter and blowing the bush away.

"Just when I thought I'd seen everything, I suddenly get the opportunity to ride on the back of a flying turtle." Casta mumbled under her breath, climbing on top of the shell and hanging on tight as the Geochelone Aerio to the skies with a loud beating sound.

* * *

Clawdeen growled and popped her gum loudly, glancing at the large grandfather clock that sat in the foyer of her house. She had gotten a call around room from Ben saying that he needed to reschedule the time of the date for later, suggesting some time around 6:00. Clawdeen had agreed, thankful that she would have more time to look her best, though she really hadn't changed much from her original look. She still wore her long-sleeved jacket ringed with faux fur and her pink and black tiger striped tank top underneath with her choker and necklace around her neck. She still wore her purple miniskirt and long, black and purple boots that nearly touched her knees. Really, the only thing different about her was her hair; she decided to keep it nice and normal, so as not to instigate anything with Ben, and only limited herself to putting several red streaks in it.

"What're you doing?" Howleen asked, walking in from the kitchen and noticing her older sister louging impatiently on the couch.

"Waiting for my date, what does it look like?" Clawdeen sighed with annoyance.

"You mean the alien kid? Why are you going out with him?" Howleen asked.

"Hey, you never seen him in action. You never seen him crack skulls like they were eggs." Clawdeen defended Ben.

"So what, you actually believe all that stuff people say about him?" Howleen asked with slight laugh. "Never took you for one to believe in conspiracy theories, sis."

"I don't," Clawdeen growled. "And I'm tellin' you, he can turn into a freakin' alien." she argued as the doorbell rang throughout the house; Howleen quickly leaped off the couch and sped off towards the front door before Clawdeen could stop her and yanked the door open. "Whatta ya-" Howleen started before stopping and staring upwards at the large creature before her.

He was well muscled and buff, with light tan skin that covered his entire body. He had well muscled arms that ended in strong hands tipped with clawed fingers and stood on two strong legs ending in three, bare toes. He wore a pair of black pants with green cuffs above and below the knees and just above the ankle with a green belt around his waste and a strange, circular disk as the belt buckle. What caught Howleen's attention the most however, were the large, bat-like ears on the creature's bald head. That, and the dozens of large, green eyes that suddenly opened up on every part of his body except his face.

"Is your sister home?" Eye Guy asked.

"Y-yes?" Howleen said nervously.

"S'matter kid? You ain't never seen an alien before?" the Opticoid grinned, showing a row of sharp teeth.

"N-no?"

"Well guess what?" Eye Guy asked, bending down so that he was eye-level with Howleen. "Peek-a-boo! _Eye _see you!" he suddenly showed, all the eyes on his body flashing with a bright green light suddenly. Howleen ran away screaming at the top of her lungs back into the house and up the stairs, leaving the door wide open as the Omnitrix timed out and returned Ben back to the world.

"Was that really necessary?" Clawdeen asked as she came to the door.

"Hey, how was I supposed to know your sister would answer? At least you've _seen _Eye Guy."

"Why were you Eye Guy anyways?" Clawdeen asked, popping her gum again.

"A Normie tried to steal a monster woman's purse. Long story short, he got eye-zapped and was arrested by the police." Ben explained as they walked down the walk of the Wolf house.

"Did those guys behave?"

"They nearly wet themselves when I threatened to turn into Feedback or Gravattack if they didn't arrest the guy and put him on trial." Ben smiled. "So where do you wanna go?" he asked.

"Up to you, Ben. Impress me." Clawdeen said with a firm voice that said he had better be worth it. Ben shrugged and was about to move on when Clawdeen stopped him. "Do you mind . . . changing into Blitzwolfer? I'm not quite sure I'm ready for people to see I'm dating a Normie."

"Whatever you want?" Ben shrugged, his smile deepening when he saw Howleen watching from the window out of the corner of his eye. He turned on the Omnitrix and cycled past his aliens before selecting the Loboan form and pressing down on the activation button, immersing himself in a green light as the Omnitrix changed him. He felt himself taller and much more muscled as gray colored fur sprouted all over his body. His face bulged forward into a pointed muzzle, lined with sharp canine teeth as a black nose formed on the end. Organs sloshed around inside him and bones crunched and ground together as he felt said muzzle split into four ways and his fingers become longer and tipped with razor sharp claws that could easily slice through most objects. His toes melted into two, large talons as a third sprouted from his heel and a long, furry tail grew from the base of his spine. A mane of fur rose from the back of his neck as spikes rose from his elbows and shoulders. A green and black suit appeared on his body with green wrists bans and a collar around his neck with the Omnitrix symbol on it.

"How's that?" he asked in a deep, throaty voice.

"Better." Clawdeen nodded. "Lets get this train wreck over with."

"Why do you always gotta assume the downside of things?" Blitzwolfer asked as they left the Wolf estate behind and started walking down the sidewalk.

"Hey, you try growing up in a household with eight other siblings," Clawdeen frowned. "You take what you get, and if what you get ain't enough you have to fight for it."

"Sounds like you need to relax." the Loboan observed.

"I do not!" Clawdeen yelled.

"Yes, you do. Take it from a guy whose saved the universe half a dozen times since he was ten." Blitzwolfer growled, his talons clicking loudly on the sidewalk as they moved along and the air became cool.

"Fine." Clawdeen surrendered. "Where to?"

"How about here?" Blitzwolfer ask, stopping at the entrance to a park. Clawdeen paused and looked to where the Loboan was pointing to see a bright and colorful Scarnival set up in the middle o the park, flashing lights adorning most of the attractions and rides and lighting up the night sky. "Kinda hard not to have fun at a Scarnival, am I right?"

"Fine. Lead the way." Clawdeen agreed, letting the Loboan walk past her before following him into the carnival grounds. She didn't want to complain out loud, but the loud music blaring from several speakers posted amongst the attractions made her sensitive ears throb and pound with each beat, but Blitzwolfer didn't seem to mind as they walked past the spiked bumper cars and Nightmare merry-go-round. The smell of popcorn and hot pretzels wafted its way through the air, cotton candy and warm hotdogs teasing Clawdeen's nose; it was only after a few minutes of walking did she realize that she was drooling.

"Hungry?" Blitzwolfer asked with a small smile.

"Is it that obvious?" Clawdeen asked.

"You have your tongue hanging out of your mouth and you look like your just about to start begging and roll over." the Loboan replied with a laugh as Clawdeen turned a furious shade of red; they walked up to a concession stand and bought two hotdogs each, Blitzwolfer taking his with a side of chile fries as Clawdeen went for the ketchup and mustard. Like starving dogs, they quickly wolfed down their food in only a few bites before attacking the fries and reducing them to only the basket in a matter of minutes.

"You got something right there." Blitzwolfer pointed at Clawdeen's face, more specifically at a spot of ketchup on Clawdeen's cheek.

"Where?" Clawdeen asked, feeling around her face.

"There." the Loboan said, reaching with a claw and wiping the offending substance from the werewolf's face before licking it off with his tongue.

"You are disgusting." Clawdeen frowned.

"Waste want, want not." the Loboan shrugged. "You up for some games?"

"Whatever." Clawdeen sighed and led the way down a row of booths with different Scarnival games at each one. At one booth was a ring toss and at another was a water pistol game. At yet another was a sort of wheel of fortune and at a fourth was a mini Casketball game. The pair ignored these games and instead decided to go for the classic bottle booth.

"Hit the bottles and win yer girl a stuffed skelly." the gargoyle attendant said gruffly, as if he had said the very line a hundred times over. Blitzwolfer shrugged and slapped the Omnitrix on his collar, deactivating the transformation and returning back to Ben.

"I only got my wallet on me when I'm human." he explained when Clawdeen gave him a slight annoyed look. He then reached into his back pocket and pulled out his wallet, slipping out a dollar bill between two fingers and setting it on the counter; the gargoyle gave him three balls without even be fazed by the Omnitrix. Ben grabbed one of the balls, squeezing it in his hand and threw it at the stack of bottle and just barely grazing the top one. Ben took the second one and it went too high, hitting back wall and falling back down to the ground.

"Last shot, kid." the gargoyle grumbled.

Ben ignored him and took the third ball in his hand, squeezing it in his palm and winding up his arm, pitching forward as hard as he could and aiming directly at the stack of bottles. The shot should of sent the bottles flying and won Ben the game; instead the ball hit the bottles dead on and fell to the ground as the bottles remained standing.

"That's cheating!" Clawdeen cried.

"And you ain't got no way to prove it, kid. So why doncha just run along and waste your money elsewhere?" the gargoyle said without concern. Ben frowned and took Clawdeen aside, stepping away from the booth and out of earshot of its shifty attendant.

"I got an idea to take this guy down," Ben whispered to her. "But I need you to deactivate me if I get someone like Rath, okay?" Clawdeen nodded and waited as Ben turned on the Omnitrix and cycled through its transformations before selecting Brainstorm and slapping the activation button and relishing the feeling as the cool green light washed over him.

His skin turned a dark gray in color as his skeleton groaned and cracked he slowly grew a couple feet taller than his original form, his ears becoming long and floppy, drooping down on either side of his head before they stiffened and stuck back like rabbit ears as his eyes became diamond-shaped and turned an emerald green in color. His arms grew until his knuckles just barely touched the ground, small spikes popping out at the elbows and his pinky finger sucking back into his hand, a process that was rather normal for Ben's aliens. A grinding noise came to his attention and he cocked his hand far enough to see a skeletal tail grow out from the base of his spine, fresh muscle wrapping around the bare bone before smooth skin raced over the muscle. His toes popped back into his foot one by one as the bone quickly slithered to the surface like jelly before hardening into a solid hoof. His organs sloshed around inside his body, expanding slightly to fill the empty space inside of him as his brain filled all the available space inside his skull. The final piece of the transformation were the addition of black and green arm and leg braces, chest plate, shoulder pads, belt and a helmet that protected his skull, the Omnitrix appearing on the belt around his chest.

"Set me up for another round, my foul creature." Brains sighed with boredom.

"And what if I don't want to?" the gargoyle growled.

"Do you wish to receive my currency or not?" Brains frowned.

"What?" the gargoyle blinked.

"Do you want my money or not?" Brains sighed with annoyance, pinching his brow with a hand.

"Yeah, sure. Whatever." the gargoyle grumbled as he carelessly tossed the Twin three balls in exchange for another dollar. Brains took one of the balls in hand and studied the surrounding area with his intelligent mind, scanning over all possible ways to knock over the bottles in the most impressive and energy conserving way. Within a few seconds, he had a plan.

Brains then quickly turned on his heel away from the booth and chucked it at the ring toss booth.

"What are you doing!?" Clawdeen yelled with surprise.

"Wait for it, lesser life form." Brains replied, watching as his plan unfolded; Clawdeen growled at the comment but watched as the ball bounce precariously on the spikes of the ring toss before bouncing off the plump belly of its owner and shot back across the way towards the bottle booth. The ball ricocheted off the front of the booth with a loud _bang! _and soared through the air and into a tree on the other side, bouncing along and among its branches like a wild pinball before dropping down into the ring toss booth again and landed in the open mouth of its dozing attendant. The gargoyle awoke with a start, hacking and coughing and clawing at his throat before giving a final cough and spitting the ball back out across the way at Clawdeen and Brains's heads; they quickly ducked down low to the ground as the ball shot right at the bottles and slammed into them, sending them flying in all directions.

"And that," Brains announced, dusting himself off. "Is how it's done." Clawdeen grinned at the shocked expression of the gargoyle and slapped the Omnitrix on Brains, deactivating the transformation with a flash of green light and bringing Ben back to the world.

"One stuffed skeleton, my good man." Ben grinned. "Or do I have to beat you at your own game again?" The gargoyle shook his head and quickly passed the toy off to Ben, grumbling under his breath about teenagers with magic watches and how they were bad for business.

"Thanks." said Clawdeen.

"Anytime," Ben smiled. "Ready for some more fun?"

"Sure," Clawdeen said with a relax smile. "Just, no Tunnel of Love."

"Agreed."

* * *

For the next couple of hours, the two teens enjoyed themselves, playing the night away on everything the Scarnival had to offer. They went for a few rounds on the merry-go-round, hanging on for dear life as they went around and around in a 'nauseating circle', as Clawdeen skillfully described it. They played on the bumper cars, Clawdeen bullying Ben for a few rounds before she then had to run from Buzzshock after he messed with the electrical system and turned all the empty bumper cars against Clawdeen, chasing her around and around the arena in yet another 'nauseating circle'.

It wasn't until the Scarnival had closed for the night did Clawdeen actually not have any fun.

"We didn't get to go on the Scaris wheel!" Clawdeen pouted mockingly, clutching her skeleton tightly. "You can't just go to a Scarnival and not go on a Scaris Wheel!"

"Can't really argue with that one." Ben smiled as they hung around the closed gates; he was glad that Clawdeen had decided to loosen up for the even and really just enjoy herself and play the night away with him. He had had a grand time with her, and he was sure she had had a fine time with him two.

"So, change into something with wings and fly us up there!" Clawdeen grinned.

"Hey, the Omnitrix is not a toy. It should only be used for necessary needs and not stupid things like breaking into a Scarnival to play on the Saris wheel." Ben defended himself.

"What about the stupid stuff you did with it yesterday?" Clawdeen grinned.

"That was different!" Ben argued, but there was no way of the changing the pleading look in Clawdeen's eye. "Oh, fine!" he gave in, turning to the Omnitrix and slapping the activation button without looking at what he had selected. His bones became lighter, hollow actually, his arms stretched out a little bit. He was forced to hunch over slightly as his skin turned blood red in color and six slits formed in his flesh where his ribs would be. His fingers fused together into three long claws. His toes morphed together into two talons as his heel ground against his foot and formed a third toe jutting out behind him, his mouth widening across his face. His eyebrows hardened into yellow crests that looked like a pair of devil's horns as they grew upwards above his green eyes. A tail sprouted from the base of his spine as a thin, yellow membrane formed from his wrists to his waist. A pair of black briefs and a green strap vest materialized on his body, the Omnitrix appearing on the vest's hooker.

"Lets fly!" Jetray laughed, giving his wings short flap and hopping onto Clawdeen's shoulders, gripping them with his claws before flapping his wings again and taking to the sky. Clawdeen kicked her legs in the air as they flew higher and higher, not use to being so high as she held her skeleton tighter. The Aerophibian either didn't notice or ignored Clawdeen's struggle and swooped over the Scarnival grounds and up to the Scaris wheel, setting Clawdeen down gently on the top seat before joining her as the Omnitrix timed out.

"Beautiful, ain't it?" Ben asked, leaning back in the seat and spreading his arm over the back, keeping a good distance away from Clawdeen; he didn't know where they really stood at the moment and didn't want to make her uncomfortable or angry enough to tear off his arm.

"Yeah." Clawdeen smiled as she leaned into Ben's embrace and gazed up at the cool night sky. Ben froze for a split second, his body tensing up slightly before he relaxed and slipped his arm around Clawdeen's shoulder.

"Well isn't this just cheesy?" Ben cracked, Clawdeen giving him a playful shove as a cold wind blew past them; despite being covered in thick, warm fur, Clawdeen shivered.

"Cold?" Ben asked.

"Cool." Clawdeen corrected.

"Want my sweatshirt?" Ben asked, offering her the article of clothing.

"Then you'll freeze!" Clawdeen pointed out.

"Touche." Ben mused before coming up with a solution. He unzipped his sweat and slipped his arm out of the right sleeve before wrapping the lose side of his sweatshirt around Clawdeen, pulling her close to keep the cold out from inside the sweatshirt's warm embrace. "Better?" Ben asked.

"Much." Clawdeen smiled, snuggling in deeper into Ben's embrace as the two just sat there gazing up at the stars. Ben soon began pointing out the constellations he knew from his many adventures across the universe; Clawdeen then pointed out the unique ones that Ben didn't recognize, such as the constellation of The First Headless Horseman or Lupa, the Mother of All Werewolves.

"Look, a shooting star." Ben grinned, pointing up towards the dark, black sky at a glowing white ball of light as it streaked across the night sky, leaving a trail behind it as it flew. "You gonna make a wish?" he asked Clawdeen.

"Do you believe in wishes?" Clawdeen asked.

"Considering one of my ghoulfriends is a genie, yes." Ben smiled.

"Gigi's not your girlfriend."

"I was talking about Whisp," Ben laughed. "She couldn't keep her hands off of me in the future."

Clawdeen grinned and glanced back up at the night sky, the shooting star starting to disappear. Despite the ball of doubt in her stomach at the start of the date, she had had a wonderful time with Ben against her will. And as much as she found a tad unsettling, she wanted to spend more time with him, experience more times like this with him. And maybe somewhere else along the line she could experience more times like this with Ben and the rest of his ghouls.

"Did you make a wish?" Ben asked.

"Not yet," Clawdeen smiled with a small smile. She took Ben's face in her hand and turned it towards her own, gently pressing her lips to his and simply enjoying the feeling. Ben didn't move a few seconds before he looped his arms around her and pulled her close, deepening the kiss as Clawdeen's fangs grazed his lips and drew a drop of blood. Neither party noticed or cared as Clawdeen wrapped her arms around Ben's neck, holding him tight and enjoying every minute of the kiss she had been waiting so long for. She felt a slight tapping on her lips and she realized it was the very tip of Ben's tongue, asking for permission to enter.

Normally, she would have said a firm 'No' to such a thing like this, but something inside her made her decide against it; maybe it the memory of how happy her ghoul friends seemed to be when kissing Ben. Maybe it was just her savage, animal nature. Maybe it was that single drop of blood drawn from Ben's lip that was starting to drive her wild. Whatever it was, she released her firm hold on herself and just let go, parting lips enough Ben's tongue to shoot through like an excited snake and tackle her own, delicately running itself over her fangs. Clawdeen pressed herself against Ben, starting to grind her hips against him as she ran her fingers through his hair; Ben took to massaging her back and sides, not daring to do much else. It wasn't that he didn't want to, rather it was because he didn't know how Clawdeen would react to it.

Every ghoul was different from their other; while some like Venus and Nefera liked to play it rough, others like Jane were more cautious and gentle with they way they handled Ben. He had no idea if Clawdeen fit into either of those categories, and thus decided to play it safe. That didn't mean he couldn't enjoy though.

The happy couple eventually broke away from one another, Clawdeen giving Ben one last kiss on the cheek before they stopped. "So, does this mean we're a thing now?" Ben asked.

"I should think so." Clawdeen said playfully. "Now take me home before my parents freak out or somethin'!"

"As you wish, your majesty." Ben joked. He turned to the Omnitrix and cycled through the roster before selecting an alien and slapping the activation button, the green light washing over him and changing him. His skin began to crawl as it hardened smoothed into something similar to an exoskeleton, yet not at the same time. It turned black as it raced over his body, blue blotches with lighter centers appearing all over him. His fingers became sharper as they turned into claws, and he could feel his toes melt into toe as a third claw sprouted from his heel with a loud grinding sound. His teeth fused together into two plates that felt like they could bite through almost anything as his eyes widened and became larger, turning a bright green with three dots. Muscles piled themselves up on his chest and arms, but the most important and noticeable change however, was the itching sensation he got on his back and head. With a sudden, sickly sound, four large wings ripped out of his back, bigger than his entire body. Two large antennae burst out of his head. The wings and antennae flapped around for a few seconds before gently and silently wrapping around their owner like a cloak. The final piece of the transformation was a suddenly chilled feeling in his core, a feeling that ran through his veins and arteries that felt as cold as ice.

"Ready?" Big Chill asked Clawdeen as he wrapped his arms around her waist and unfolded his wings.

"Whenever you are, Bug Eyes." Clawdeen grinned, holding her skeleton tighter. Big Chill gave what Clawdeen could only guess was the Necrofriggian equivalent of a smile, a sort of toothy grin that made it look like he was mentally insane, and gave his wings a flap, taking to the night skies with his new love.

* * *

Clawd impatiently paced the floor of the foyer, glancing up at the grandfather clock every couple of minutes to check the time. Clawdeen and Ben should have been back fifteen minutes ago, and this only made him worry. Was his sister in some danger that not even Ben could save her from? Had they been mugged and now lying in an alley, unconscious or worse? Were they taken by the police and waiting down at the station to be picked up? Clawd quickly shoved that last thought aside; the last time Ben and the police had crossed paths, the watch wearing hero had easily mopped the floor with them.

So where were they?

The sound of large, leathery wings beating against the night sky caught his attention and he flung open the front door to come face to face with a Necrofriggian, hand raised as if he were planning to push the door open; Clawd a startled yelp of surprise upon seeing Big Chill's face before recomposing himself, his face becoming stern. "Where were you!?" he hissed at Big Chill and Clawdeen. "You're lucky mom and dad went to bed early!"

"Another Normie tried to steal a monster woman's purse." Big Chill explained.

"What are the odds of that happening in the same night?" Clawdeen grinned.

"Wait a minute. You stopped a thug and let my sister help!?" Clawd rapsed.

"No," Big Chill rolled his big orbs. "I _froze _the thug on the spot and Clawdeen popped the purse lose from his grip. After breaking several of his fingers of course."

"Even if I did help him stop the creep, I woulda been fine, Clawd." Clawdeen told her brother.

"I know that, Ben knows that, and pretty much everyone at school knows that considering we risked our necks to save Frankie from Zs'Skayr," Clawd whispered. "But mom and dad don't know that. They'd flip out if they knew!"

"Did they flip out when you told them I was on a date with Ben?" Clawdeen asked with a semi-bore expression, folding her arms over her chest.

"A little," Clawd admitted. "Now get in here before they wake up."

Clawdeen rolled her eyes and grabbed Big Chill in a hug, kissing him on the cheek before pushing past Clawd and back into the house. "Good night, Ben. See ya later."

Big Chill watched her go and then turned to take to the skies before he felt a hand on his shoulder. "Not so fast, dude. You and I need to talk." said Clawd.

"What do you need to talk about?" Big Chill asked the Omnitrix timed out and reverted the Necrofriggian back into Ben.

"About you and my sister," Clawd said, leaning against the door frame. "I don't know what you two did or where you stand right now, but I guarantee severe pain to your person if you break her heart, got it?" Clawd threatened, clenching a fist.

"First off, I would never do that to your sister. And two, you wouldn't be able to put a finger on me." Ben told him.

"My threat still stands." Clawd said firmly.

"I promise, dude." Ben said with an equal edge.

"Good," Clawd nodded. "See ya later." he said, turning back on his heel and closing the door behind him.

Ben stood there for a minute or two, processing what Clawd had just said to him before turning around and walking back to the sidewalk, already turning on the Omnitrix and cycling through the transformations and selecting Fasttrack and slapping the activation button, a bright green light washing over him. His skin turned light blue and became smooth and slimy in texture as his arms were sucked back into his shoulders with a loud cracking sound until all that was left were his hands hanging limp at his side. His jaw jutted outwards as his skeleton became thinner and more flexible than before, a set of gills appearing behind his jaws; a shark-like fin rose from his back region as his neck became none-existent, his head fusing with his chest as his body shrank and became more rotund. His legs shrank until they were practically sticks with feet attached to them and a loud cracking sound caught his attention as a small fish tail popped out from the base of his spine. A green chest brace with the Omnitrix at its center materialized on his body, completing the transformation.

"Figures." Walkatrout grumbled.

* * *

It was nearly an hour to midnight when a loud banging noise could be heard from the front door of Spectra's house. Curious, the ghost floated down the stairs and to the front door, curling her pale fingers around the handle and opening up the door to find nothing but the cold night outside.

"Down here." a small voice grumbled.

Spectra glanced down and nearly burst out laughing when she saw Walkatrout standing on the porch, a clearly annoyed and tired look on his face as he marched past Spectra and collapsed on the floor before the Omnitrix timed out.

"Have a good time?" Spectra asked with a smile.

"The date was great," Ben panted. "The walk back, not so much."

"So what are you going to do now?" Spectra asked.

"You mean besides collapse into bed?" Ben wondered with a tired glare. Spectra grinned as Ben dragged himself up the stairs towards the guest room where Jinafire and Jane were no doubt already fast asleep and waiting for Ben's presence.

"If you only knew, Ben." Spectra smiled, floating into the kitchen and picking up a video camera small enough to attach to a bat, should a certain someone be asked to turn into one. "If you only knew what we had seen." she grinned, sliding open a drawer and dropping the camera inside.

"Jane does good work." she smiled to herself as she floated up the stairs to take her place in bed with Ben, stifling a yawn.

**And there we go!**

**Ooh, looks like the ghouls are one sneaky bunch, aren't they? And for all of you hoping for BenxClawdeen romance, I hope you're happy!**

**And now as I have really nothing else to say, I shall shut up and let you get on with your evening pleasure. Whatever it may be.**

**As always, comment, review, suggest, and request down below!**

**Hasta Luego!**


	39. I Casta Curse on You

**And we're back with another chapter! Brought to you by _Creaturemaster!_**

**This week's chapter had been inspired with a idea that dawned on me after receiving a PM from _Axle the Hedgehog _and all of the new characters in this chapter are all borrowed from his story _Gwen 10: Omniverse War, _a fabulous story if you ask me.**

**I would also like to thank _Zak Saturday _for the wonderful idea with Casta Fierce!**

**And as thus, I own none of the new characters to debut in this chapter. If you do not like them and feel they further complicate the story, do not worry; they will only appear in this chapter, and maybe a few more farther down the road.**

**As always, comment, review, suggest, and request down below!**

**Onwards!**

Ghoulia thanked the cashier and took the bag in her pale fingers, moaning a farewell before shuffling towards the door of the convenience store, wrapping her scarf around her a little tighter and shifting her coat to cover her more as she hugged the plastic bag holding her prizes tighter against her body. She sucked in a deep breath, savoring the warmth the small convenience store offered her before stepping forward and out of the automatic sliding doors and out into the blustery winter weather.

The weather man had been incorrect again, claiming that New Salem was not to get any snow until well near Christmas, like it had last year. Ghoulia found the Normie's inability to read the weather patterns as easily as she could utterly appalling, and wondered whether she ought to phone in to the station and complain about him; she quickly decided against the idea, most likely because no body at the station understood or spoke a single word of Zombie. That, and she didn't want any trouble with the Normie side of New Salem, as the residences found any presence of Monsters on their side of the town unnerving and would often jump to ridiculous conclusions that only created more problems.

The zombie dug her face down deep into her scarf, hugging the bag close to her as the snow and wind picked up, turning the entire world around her a freezing white. Ghoulia once again cursed the weatherman for failing to predict how much snow they were supposed get, and continued on, wondering whether or not she really _should _phone the station and have a serious talk with the Normie. With a translator in tow, of course.

The world around her now was an empty white, hundreds of biting snowflakes peppering her exposed face and pressing against her glasses, blocking her view. She could hear nothing but the sound of the howling wind in her ears, as if it were some foul, vial, and high destructive parasite burrowing its way into her brain through her ear canals; she shivered and pressed on until she suddenly felt something strike her in the back. With a grumble, she turned around and peered through the howling storm, squinting her eyes to try and pick out the hidden attackers.

"Flesh-Eating Freak!"

Ghoulia gasped with surprise and turned to run as fast as she could as half a dozen New Salem teenagers came running out from behind large snow mounds that had once been parked cars, armed with snowballs. Ghoulia knew that unlike Manny or Deuce, she would stand no chance against the small army of Normie teens; other than her superior intellect, she did not have brute strength or a rather horrific power to protect herself with.

"Get back here and die a second time, you freak!" one of the boys yelled, hurling a snowball at the back of her head; three more snowballs hit her in the back and she stumbled slightly, her supplies nearly falling out of her hands, and yet she still kept coming. She rounded a snow covered corner and quickly scurried across the wet street, but the teens stayed on her tail, scooping up snow into their gloved hands and packing them tightly into large balls to throw at her.

"Aaaaaaiiiiiieeeee!" Ghoulia moaned over her shoulder.

"Try speaking English, freak! Maybe _then _will listen to you!" someone from the mob yelled before chucking a snowball at her for all he was worth.

Ghoulia never got a good look at the person who threw the snowball, but whoever it was must have been fairly strong as the force was strong enough to knock her bag out of her hands and nearly send her falling onto her face before she managed to recover herself and continue running.

"Why doesn't this stupid freak just burn already!?" a voice cried angrily. "It's the freakin' day time!"

"Because this is real life, you moron, and not that stupid game of yours that you're obsessed with!" a third voice shot back. "The only way to kill a zombie in _real life _is to smash in her skull!"

"Then why are we using snowballs!?" a fourth voice yelled.

"Well, we didn't exactly come out her to hunt _zombies_, now did we?" a fifth voice snarled, spitting out the word as if it were the world's most offensive insult. "Now shut the hell up and hit her already! She's getting away!"

Ghoulia's breath caught in her throat as she ran, her scarf slipping lose and flying free into the freezing wind behind her as she turned down an alley, hoping for a short cut to someplace safe, like Monster High, her house or, better yet, Spectra's house where Ben resided. If there was anyone that could easily lay down the smack for the jerks chasing her, it was Ben. She turned down another corner, tearing off her warm coat in the hopes that it would make her lighter and more able to run away faster; gym, after all, had never been her strong suit.

Her decision however, was all for naught as she turned onto a dead end. She quickly scanned, looking for something that could possibly help her in her time of need, but found nothing but several rusty garbage cans and a grimy old dumpster; even if Ghoulia could somehow manage to stack the garbage cans up without attracting the attention of her pursuers, she would never be able to safely make over the other side due to her zombie nature making her slightly clumsy and not very good on her feet when it came to acrobatics.

"There she is!" one of the teenagers yelled as Ghoulia whirled around to receive a snowball to the face that sent her flying towards the back of the alley, landing hard against the dumpster. She blinked her eyes and peered out at the world around her, trying to make things out but found that everything was blurry and distorted. At first, she thought she had just hit her head too hard was suffering a mild concussion when she realized that the familiar presence of her horn-rimmed glasses on her face was no longer there. She desperately searched around for them with her hands when she heard a sickening crack that sounded like broken glass and twisted plastic being crushed under a heavy boot.

"Die, you Flesh-Eating Freak!" a voice roared as she was suddenly pelted with snowballs all over her exposed body, soaking through her clothes and making her shiver as the wind continued to howl, not letting up for a second. Several of the snowballs that hit her cut into her skin, reveal large bruises or bloody marks that could have only been made by rocks or pebbles that had been packed into the freezing projectiles.

"Where are your stupid monster friends now, huh, freak?" a voice spat. "They won't come to rescue you, no matter how much you might cry!"

"Come on, cry for us, freak! I wanna see those tears fall from your freaky eyes! Or are you too stupid to know how to cry?" another voice jeered at her.

"Of course, she's stupid, moron! She's a zombie! They're all stupid!" a sixth voice argued as more snowballs hit her, one of the teens becoming brave and cocky enough to pounce on her and shove her face into the cold snow, her tears lost amongst the freezing snowflakes.

"What's that, freak? I can't here you! Try speaking English!" the boy teased her. "Or are you just that stupid?"

"We've been through this already!" another voice cried with slight annoyance.

"Hey, I just had an awesome idea!" a sixth voice, one that Ghoulia didn't recognize, shouted.

"That's a first." the person on top of Ghoulia grumbled, roughly shoving her face back into the snow when he saw her attempting to grab some air.

"Strip her." the voice said with an eerie edge to it that sent shivers down her spine; the sound of a zipper moving could be heard.

"Dude, you can not be that desperate." the second voice said; Ghoulia had decided to refer to them by numbers, since none of them had dared to say their names in front of her, possibly afraid that she might be to identify them should they get away with this.

"I'm desperate," the sixth voice shot back. "What better way to show these sick monsters than to use this pathetic freak as an example to them all?"

"Dude, did you forget she's a zombie?" the third voice asked with disbelief.

"I'm not an idiot," the sixth voice grumbled. "But if there's one thing zombies are actually good at, it's sucking on things. And come on, you gotta be curious to feel what doing a zombie feels like."

"He has a point," the fifth voice shrugged, followed by the sound of another zipper. "Pussy is pussy, even if it's a zombie."

"You guys are sick," the person on top of Ghoulia said with disgust, before the dreaded sound of a third zipper being moved could be heard. "I'm in."

"Then get off her, dude," the sixth voice ordered. "It was my idea, I should get first crack at her pussy. You can take the freakin' ass if you want."

Ghoulia could not believe what she was hearing. Not only had these sick bastards purposely assault and beat her with snowballs until she was black and blue, but they intended to invade her most private of places and defile her in the most inhumane way possible. She would started crying had she not already been as one of the boys restrained her by the wrists as another began to slide his hands around her breasts and sides while a third began to finger away at her pants and panties. She started begging for them to stop, to let her go and let her live, but the teenagers didn't listen as they continued to defile her; even if they understood a word of Zombie, they would have simply ignored her, too determined to shame her.

It wasn't until the boy man handling her ass managed to pull her panties down and was about to begin the horrific act of taking away her virginity and utterly humiliating her did the universe finally smile down upon her and send her a savior.

In the form of a large, hairy, and _incredibly _ticked off Vulpimancer.

A loud, lion-like roar suddenly echoed down the alley way, and the teenager's startled screams suddenly filled her ears as the sound of large, padded feet slapping against the ground filled the air. There came another roar as the boy defiling her ass was suddenly tackled to the ground by Wildmutt; while Ghoulia couldn't see anything but blurry shapes, she could easily recognize the wall of orange fur and the green stripe of the Omnitrix.

"It's the alien kid!" the fourth boy screamed with fright as Wildmutt grabbed him in his jaws and shook like like a rag doll before throwing him into a stack of garbage cans. "Run for it!"

"Forget the zombie, man! It ain't worth being turned into a chew toy over!" the fifth teen yelled to his friend, who was currently trying to tear off Ghoulia's shirt.

"No! If I can't take her here, I'll do it somewhere else!" he yelled, grabbing Ghoulia roughly by the waist and heaving her over his shoulders, making a quick getaway down the alley as Wildmutt slammed the fifth teen into the wall and roughly finished off the other two before bounding after the fleeing Normie. The Vulpimancer bellowed and ran at the surrounding walls at an angle bouncing off of the one to his left and then to his right to quickly overcome the teen and land right in front of him, blocking his escape route.

"Nice, doggy! Easy, boy!" the Normie said with a nervous, yet brave tone. "Don't come any closer and I won't hurt ya!"

Wildmutt merely snarled as he stalked closer, his massive muscles rippling under his armor-like fur as the sharp quills on his back flexed up and down, making him look bigger. His huge paws slammed into the snow with every step, leaving enormous paw prints as saliva dripped from his razor sharp jaws. With a sudden move, the Vulpimancer pounced on the teen and slammed him into the ground, sending Ghoulia flying into a snowdrift.

"Down, boy! Sit! Stay! Roll over!' the boy cried desperately as Wildmutt inched his head closer and closer to the boy before opening his jaws and letting out a loud roar that blasted against the boy's face, blowing his hair and cheeks back from the sheer force as a heavy amount of drool dripped onto the boy's face. "AAAAHHHHHHHHHHHH!" he screamed in terror before finally passing out from sheer fright. Wildmutt growled with annoyance and got off the boy, sending him flying into a dumpster with one swipe of his massive paw as he lumbered over to the snowdrift Ghoulia was in.

"E-e-e-ehhhhhhh." Ghoulia shivered, her half-naked body covered in snow; she knew she would most likely suffer from a mild case of hypothermia if she managed to get to some place warm or simply just freeze to death if left out in the cold. She knew Wildmutt had no intention of doing this as he quickly dug her out of the snow and grabbed the back of her shirt in his teeth, raising his head above the ground a bit so her feet would drag against the pavement as he took off at a quick gallop.

Ghoulia didn't know where the Vulpimancer was going, but she could already feeling herself fading. Not so much in the sense of dying, but more along the lines of pure exhaustion and shock as the pain delivered to her by her many attackers quickly. Add in the fact that she was now stripped to almost nothing more than her undergarments in a sub-zero blizzard, and she just about ready to succumb to the inky blackness at the end of her vision, let it consume her and cradle her and tell her everything was going to be alright if she just let the blackness take her.

And she did.

* * *

Ghoulia felt a slight tickling on her nose, as if a tiny bug were tap dancing away for an even smaller audience to enjoy; she sniffed and wrinkled her nose in an attempt to make the feeling go away, relaxing back into slumber when the tiny bug on her nose took a break from dancing and decided to sign autographs.

Before she had felt so cold, completely chilled to the bone like a piece of steak that had been left in the freezer for too long, and was certain she might not have survived for more than an hour out in the cold in the state her attempted rapers had left her in. Now, she was slowly starting to feel warm again, completely surrounded by the wonderful feeling that managed to worm its way into every part of her and make her feel good. She was also exhausted, and the warmth that slowly made its way through her body only made her sleepier.

The only thing that could ever possibly interrupt such a wonderful moment (other than the tiny bug's encore performance) was the heavy movement that slowly pushed her up and down in a repetitive motion; for the moment it was annoying, but it eventually became lulling in a way, as if she were back in her baby years and being rocked to sleep. The moment was then ruined when a deep, scuffling sound met her ears and she slowly blinked open her eyes, her vision still blurred as of earlier. She sighed with disappointment before she suddenly found her glasses dangling in front of her face, pinched between two, large, claws that held them as delicately as possible. Ghoulia took her horn-rimmed glasses, confused as to how they were suddenly back in one piece, and put them back in their place, her surroundings becoming clear as glass.

Ghoulia was in a home of some kind with a smooth wooden floors that she could tell had previously been dusty and undisturbed for years, and faded walls with cobwebs hung heavily in the corners. In front of her was a large, marble fireplace with bright, crackling flames to keep her nice and toasty while the blizzard raged outside. She looked down at herself and found her frail body wrapped up warmly in a large blanket that let only her head be visible. If she moved the blanket aside, she found herself wearing a pale, abstract nightgown that was a bit big for her and allowed her to see her undergarments underneath; she hoped to Ra that after her horrible experience that it had been a ghoul that had dressed her. The biggest surprise however, was the thing she was lying against that had been her pillow, a horse-sized, furry Vulpimancer with a familiar green collar around its thick neck.

A bright flash suddenly consumed the large alien carnivore as the Omnitrix timed out and brought Ben back to the world; he was still dressed in his night clothes, of which included his sweatpants and pretty much nothing else. The sight made Ghoulia's skin turned red.

"Hey, glad you're awake," Ben smiled. "You had me worried there for a second."

"Eeeeeeeyyaaahh?" Ghoulia moaned, rubbing her sleep eyes.

"Yeah, I saw everything." Ben frowned. "I went back to get your stuff, but the bastards were already gone when I got back." he swore.

"Aaaaaiiieeeee?"

"No! That was Spectra," Ben quickly explained, his own face turning red. "Since your clothes were soaked, she lent you an extra night gown to wear while yours dried. She would have lent you some of her clothes, but she didn't think they would fit you."

"Eyaah." Ghoulia gave one of her unusual smiles.

"No problem. It's what I do." Ben smiled, sitting back against the sofa and enjoying the warmth the fireplace offered them. Ghoulia blushed at the sight and curled the blanket tighter around her, inching over to Ben's side and leaning back against the couch with him, letting the warmth of the fireplace caress her and tell her that it would never abandon her and keep her warm.

Now that she thought about it, Ben was similar to a fireplace. Not only was he muscled and well built like one, but he constantly had a warm, friendly smile that never judged anyone around him, no matter their appearance. From his earliest days at Monster High, he didn't care that his fellow classmates had fur, scales, fins, feathers, or even vines, they were all equal in his eyes. He was even nice to her when a few other monsters looked down upon zombies, seeing them as inferior. Ben never saw it that way, and often came to her for advice or help with his school work, much like her other friends did. But they were monsters and he was a Normie, albeit with a magic watch on his wrist but a Normie none the less; it just seemed so much more special that way when he actually acknowledged her higher intelligence and didn't just assume that she as dumb as a brick. Like the fire's warm flames, he never judged those to came to him or help or advice and was never one to abandon them for anything or one.

Unconsciously, Ghoulia found herself leaning into Ben's frame, resting her head on his shoulder as they watched the fire dance before them. She knew that Ben didn't see her as a romantic interest, as he fully respected her relationship with Slow Mo, and saw her more like a good friend to be around; after all, she had been one of the few monsters to figure out his secret, and the two had become fast friends. Rather, she thought of Ben more like an older brother of some sort, someone who would never leave her and always be there for her when she needed it most. And she knew Ben saw her as something of a young sister as well, if she was technically older by approximately five months.

In fact, that was the entire reason she had risked the cold in the first place. Ben's birthday was coming up soon, and he had become so busy with rescuing Frankie and defeating Zs'Skayr that he had completely forgotten about it. In fact, she been the only one to even remember the occasion, though this was mostly due to the fact that Ben never told any of them his birthday and that she was actually able to pinpoint the exact date of the occasion by examining one of his hairs that had fallen off of his head. She had been meaning to tell the others, but things had quickly gotten out of hand and the event was soon forgotten.

But all of that could wait for later. For now, all she wanted to do was enjoy the early morning time with Ben and put all her troubles away for the time being as she snuggled into Ben's side and just decided to rest.

"How far did they get before I got there?" Ben asked after a few moments of silence.

"Ayaaaaah. Eh eh Eeeyyyyaaiiiahhh." Ghoulia explained, her pleasant expression quickly turning to one of sorrow and fear.

"That bad, huh?" Ben frowned. Ghoulia nodded, fighting back the tears she feel starting to well up in her eyes. She felt Ben slip his hand around her shoulder and hug her tight, rubbing her shoulder as she fought against the horrific memories and tried to find her happy place. Before long, she was calm again and had dozed off against Ben. The watch wearer smiled ad snagged another blanket from the couch, wrapping it around himself and pulling Ghoulia closer to him as she rested her head against his chest.

"Sleep well." he smiled as he ran his fingers through her hair, a soothing motion that calmed the jittery zombie and gave her sweet dreams. He then thought back to an event that had happened but days ago, when he and his friends were still trapped in time, stuck bouncing around until Maltruant's meddling had been dealt with.

They had been floating in the dark void, having just come back from saving Elissabat had been introduced to a Time Patrol consisting of a very serious man by the name of Future Trunks, a girl named Supreme Kai of Time, two anthropomorphic hedgehogs named Zonic and Silver, and none other than Chrono Spanner himself. The group's leader, other than Hexiciah Steam and Professor Paradox was an actual Osmosian named Drake Flame from another dimension where the species actually existed that claimed to not only be immortal, but to be omnipotent in every way imaginable.

Upon meeting with the Hexiciah, Drake promptly had decided to bring up and insult Robecca's sexuality and relationships with Ben, Venus, and Jane; Hexiciah hadn't taken too kindly to the conversation and had crushed Drake's hand. Drake then proceeded to suddenly vomit up his lunch for some odd reason, although Ben guessed he might have been reading someone's mind from the disturbed look he kept on flashing Venus's way as she flirted with her ghouls.

Ben could not help but feel slightly irked at Drake's judgment, as great a guy as he was, upon hearing his short conversation with Hexiciah; it was not his right to tell anyone how to live their life or what rules they had to abide by. If it was his opinion to dislike his ghoul's current relationship with each other, so be it; but that didn't mean he had to say it out loud for everyone to hear.

Ben sighed and shook the thoughts away from his head and turned to gaze down lovingly at Ghoulia napping in his lap, the blanket rising up and down in a steady rhythm that could only mean she was finally at peace.

"How's she doing?" Spectra asked as she descended through the ceiling above Ben and nestled into him on his other side, resting her head on his other shoulder.

"Fine," Ben told her. "She's just tired from running. Do you have any idea why she was out there in the first place?"

"Not a clue." Spectra shook her head. "But it was very heroic of you to save her." she added, kissing Ben on the cheek.

"It's what I do," Ben smiled before he suddenly remembered something. "Say, how would you like to come to a Casta Fierce concert with me?" he asked with a small smile.

"But all the tickets are sold out!" Spectra argued loudly, quieting down when Ghoulia stirred and fell back into slumber.

"I have my ways." said Ben with a knowing smile.

* * *

"And how exactly did you get tickets?" Clawdeen asked Ben.

"I didn't," Ben smiled. "I got us in for free."

"Aaayyyaaaaaahhh?" Ghoulia moaned.

"Of course not! I'd never use the Omnitrix for something like that," Ben frowned. "Casta needed a body guard and she hired me to protect her during the concert. I get paid and get to bring you ghouls along too."

"I can not believe you are doing this for money." Jinafire frowned.

"Relax. Almost all of the money I make tonight will be donated to the music program. The rest of it will be put towards a little surprise I have for you ghouls." Ben explained, wincing slightly as the purple falcon on his shoulder dug its talons further into his shoulder. "Jane, can you please not do that?"

The bird of prey gave Ben a sympathetic glance and released its death grip on Ben's shoulder slightly. "I know you feel a little nervous around big crowds and all, but I really need your help with this one. Plus, it's about time you learned what monster teenagers do for fun." he said with a smile.

"But you're not a monster." Spectra pointed out.

"I might as well be. I may be a Normie, but the Normie half of New Salem can go fuck themselves for all I care," Ben spat angrily; he was still sore about what had happened to Ghoulia hours prior to their current place and time, walking down a hall in the large, indoor stadium Casta had wisely booked for her concert. After much convincing on Ben's part along with a short stealth mission that resulted in a short tussle between Toepick and Mr. Stein, Frankie was allowed to accompany Ben to the concert on the grounds that she both return in one peace and before curfew. Not a minute later.

"That doesn't me I won't protect them, but if they aren't going to drop the stupid feud between you and them, then why am I risking my neck over them?" Ben frowned.

"Ben, you can't mean that," said Frankie. "I mean, you can't just-"

"I'm not." Ben said. "I'll still protect them if needed, but if they treat you like monsters, then they treat me like monsters," he confirmed with an edge in his voice. "We're here."

The group, consisting of Ghoulia, Spectra, Frankie, Jane, Jinafire, and Clawdeen, stopped in front of a door with a large star fused onto the door with the name 'Casta Fierce' printed beneath it. Two gargoyles guards stood on either side of the door, eying the group suspiciously.

"Who're you?" the first of the gargoyles grumbled.

"Ben Tennyson. In other words, your boss." Ben told him.

"Prove it." the second gargoyle mumbled, narrowing his eyes at the group. Ben rolled his eyes and turned to the Omnitrix on his wrist, cycling through his roster and randomly selecting an alien before slapping the activation button and letting the green light consume him. The first change was incredibly major. Ben could feel himself being literally cut into strips through some unseen force, as if being cut by a giant pair of invisible scissors. He could feel his bones and organs disappear altogether, and for a brief moment Ben wondered if he was going to die within seconds. Except he didn't. He could feel each strip of body vibrate with health, as if each were alive in its own way. Like magic, they twisted themselves make together into a crude, muscled figure with exaggerated fingers and toes made of thin strips. He could feel his face harden and become flat, turning pointed and green and black in color. The face plate sat itself on top of the bandaged shoulders as a green and black headdress appeared on his head, a wide collar appearing on his neck as two tendrils sprouted from his back. Black and green braces appeared on his arms and ankles, a green belt with the Omnitrix on it appeared around his thin waist, finishing the transformation.

"There. How's that?" Snare-oh asked as Jane fluttered back down onto his shoulder, preening her feathers with her hooked beak.

"Fine." the gargoyle grumbled, rapping a large knuckle on the door. The Thep Khufan and the ghouls pushed past the gargoyles and into the room, closing the door behind them. There was a vanity located opposite of the door, a rack of clothes lining one wall and a changing bind on the end wall; Casta was no where to be found.

"Hello? Anyone home?" the Thep Khufan ventured.

"Oh, thank ghoul it's just you!" Casta's voice came from behind the blind; the witch herself stepped out a few moments later dressed in her standard performance outfit and holding a hairdryer in her hands like a weapon. "And I see you brought your friends too." she added with a smile before noticing the falcon on his shoulders. "I didn't know you had a bird."

"I don't," Snare-oh shrugged with a mouth-less smile, moving his shoulder and sending Jane off of his shoulder and down to the floor with a flap of her wings. In a sudden whirl of purple feathers and locks, the small bird of prey had become Jane Boolittle. Casta seemed to jump back slightly upon seeing the transformation before relaxing slightly.

"I never took you to be afraid of animals, Casta," Clawdeen smiled.

"When you have the problems I have, you tend to develop a slight fear of animals." the pop star admitted.

"Eeeeeyaiiaahhh." Ghoulia moaned.

"Zoophobia? I think my aunt has that." Spectra wondered as the Omnitrix timed out and reverted Snare-oh back into Ben.

"Hey, Casta? Have you been receiving any more death threats?" Ben asked.

"Thankfully no," Casta sighed with relief. "But I still don't think I'll be safe until the creep's caught."

"And I fully intend to catch him," Ben said with determination. "All you just gotta do is stay calm and try to mess up your singing."

"If you say so." Casta breathed, setting the hairdryer down on the vanity. "I just hope this won't be my last performance."

"Not if we have anything to say about it." Jinafire reassured her.

* * *

Ben watched Casta walked out on stage to a thunderous applause from the audience; her band, The Spells, floated out from the wings after her, quickly setting up their instruments and starting the first few chords of "Witch Hour", Casta's top song.

"Are you ready Spells?" Casta called to the whisps of vapor.

"We're ready Casta!" the Spells chanted.

"Are you _ready _Spells?" Casta grinned.

"You're the lyrical master!" the Spells chanted once more.

"Here! We! GO!" Casta howled into the microphone, singing the powerful lyrics of her most beloved song. Ben had to admit, the song was incredibly catchy, and he soon found himself tapping along as she watched Casta from backstage, his eyes only leaving their position on Casta to glance around, waiting for something to happen.

"Alien Wizard is in position, I repeat, Alien Wizard is in position." Ben whispered into the Omnitrix.

"I am not playing along with your silly games, Ben." Clawdeen grumbled.

"It's Alien Wizard, Big Bad." Ben hissed.

"And I'm not gonna answer to the code name you gave me." Clawdeen added.

"I dunno, I think it's kinda fun," Frankie laughed. "I always wanted to be called Zap Master at some time in my unlife."

"There is nothing to report, Alien Wizard." Jinafire responded, the words feeling strange in her mouth.

"See? Gold Fire and Zap Master like it!" Ben argued with Clawdeen.

"Uh, Ben? Er, Alien Wizard? Are monster teenagers normally this loud?" Jane asked.

"Yes, yes they are, One Girl Zoo," Ben answered her. "Anything to report Death Breath and Phantom Girl?"

"Aaaaaiiiieeeeyyaahh." Ghoulia responded.

"Same here. Nothing odd." Spectra reported. "And do I really have to be called Phantom Girl?"

"It was the best I could come up with, alright?" Ben shot back.

"Enough with the nicknames! Anyone listening in can easily figure out who we're takin' to!" Clawdeen yelled with annoyance.

"Whatever," Ben rolled his eyes as he watched Casta rock out on stage. Thankfully, the witch had not slipped up on her lyrics, and audience had still remained their monstrous selves. A sudden movement caught Ben's eyes and he shifted his eyes upwards to see a dark figure running away on the catwalks overhead, stopping just above Casta and jumping over the side.

"This Alien Wizard to Monster Brigade! We got a live one!" Ben yelled frantically into the Omnitrix as the figure dropped down on stage in front of Casta, drawing gasps of fright and surprise as the music abruptly stopped. The figure was tall and well muscled under neath his black trench coat, pants and leather boots. A large fedora sat on his head, just barely hiding a white, skull mask that hid his identity.

"I warned you all of the consequences!" the man boomed with rage. "I gave you but a small chance you escape with your pathetic lives, but did your leader ever listen? NO!"

"What is he talking about?" Ben wondered, turning on the Omnitrix and cycling through the aliens.

"And now, she will suffer the consequences!" the man roared, whirling around and roughly grabbing Casta by the shoulder and pulling out a knife from the folds of his trench coat. The Spells quickly made a move to try and protect their band leader, by the man quickly reached into his coat and pulled something out and throwing at the floor, a thick green vapor engulfing him and the Spells, leaving the whisps coughing and hacking as tears streamed from their eyes.

"Witches Tear Gas," the man chuckled darkly. "A rather unpleasant mixture of gas and toxins that is very dangerous to your species if I'm correct.

Ben frowned and slapped down the Omnitrix, not caring which alien he got as a bright green flash of light washed over him. Thick, shaggy fur started to sprout all over his body as he gradually grew taller. His jaw jutted out into an ape like fashion. His lower teeth grew larger, curving up over his lip. Muscles piled on top of each other as his arms and legs swelled. Small bumps on his wrists formed, growing harder and more metallic like. His fingers grew thicker and less delicate looking, better designed for smashing things together and ripping things apart. His feet changed drastically as his big toe moved away from his others until it was at a 45 degree angle. The final change was when a metallic three horned prong suddenly appeared right above his eyes, giving him an angered look, even when he wasn't. The Omnitrix appeared on a thick, green belt around his waist, completing the transformation.

"What about _this _species, eh?" Shocksquatch yelled, running out from the wings and blasting the man with a jagged stripe of electricity. The man yelled in surprise as he was struck, lighting up like a Christmas tree before falling to one knee, his grip on Casta never faltering.

"Now let 'er go, or the results will be quite _shocking._" the Gimlinopithecus demanded.

"Your puns are just as bad as your looks," the man grumbled. "But I really can't stay around. Gotta _fly!_" Before Shocksquatch could shoot back a retort, a jet pack unfolded from the man's back and quickly activated, flying the man all the way up into the catwalks on the ceiling. "You'll never catch me! Never!" the man yelled down below.

"We'll see about that, eh!" the Gimlinopithecus yelled, jamming a finger up as he slapped the Omnitrix on his belt. The green light washed over his large frame, briefly changing him back into his human form before injecting a new set of alien DNA into his bloodstream. His skin hardened into a thick exoskeleton, becoming jointed and plated as it turned green. His bones vanished as skull became pointed and even thicker than before. His teeth became sharp and his eyebrows became pointed as his eyes turned green and quick sighted. His legs bent backwards, a slightly painful process as a sort of webbing formed between the joints. His toes disappeared, three sharp claws taking their place, two in front, one in back. His two middle fingers disappeared, the ones left becoming sharp. He felt muscles packing themselves on top of each other in his legs as his body became divided into two sections, his butt expanding out into a slim thorax. A set of black and green overalls formed over his body as spines formed on the back of his arms and legs, completing the transformation.

"WOO-HOO!" Crashhopper cried with glee as he bent his legs and shot off into the air, the wind whistling past his face before he landed on the catwalk and bounded after the mysterious man with Casta in his cluthces.

"One Girl Zoo! I need eyes in the sky! I repeat, eyes in the sky!" Crashhopper cried into the Omnitrix.

"Copy that. Me and Jane are on our way!" Spectra answered. Moments later, a purple eagle wheeled into the air, screeching loudly as it flapped its purple wings and raced after the mysterious man, Spectra appearing seconds later and giving chase as well.

"Go for the face, Jane! The face!" Spectra yelled the eagle shrieked and folded in its wings, dropping like a bomb towards the man's face and raked its talons across his face, red blood splattering onto the catwalk as the man stumbled. Jane flew back around and attacked the man again, hanging on with her talons and beating her wings as the man tried to shake her lose, furious nipping or pecking his fingers whenever he came close to pulling her lose.

Spectra and Crashhopper chased after the man as he raced nearly blind down the maze of catwalks, nearly falling over the railings a few times as Casta screamed and struggled against his grip, constantly pleading for him to let her go as Jane relentlessly attacked him.

"Death Breath! Shed some light on the situation!" Crashhopper yelled as they rounded a corner on the catwalks and continued their chase after the man. A low moan came over the Omnitrix and the spotlights hanging on either side of the catwalk suddenly spun around on their axises and aimed themselves at the man. One of them was lucky enough to hit the man in the face, another spout of blood pouring onto the catwalk from the man's broken nose as he continued to run. The spotlights suddenly clicked on, illuminating the dark space above the stadium and shining on the man with Casta as he run, revealing the dark man to the audience below and bringing up loud screams and shouts of surprise; hopefully someone was smart enough to call the police.

"At the end of your rope, hmm?" Crashhopper grinned cockily as Spectra and Ben corner the mysterious man on a dead end.

"Not even." the man said with an edge in his voice as he tightly gripped the railing and tried to ignore the eagle on his head as it took to pecking his head. "Give up now, or her life's forfeited." he said with a steely voice that boomed out over the entire stadium; sudden gasps and screams from below as the man grabbed Casta by the wrist and hung her out over the railing.

"Weren't you trying to kill her in the first place?" Crashhopper asked, confused.

"Good point," the man shrugged as he suddenly released his grip on Casta and let her plummet to her death. "Oops.

"NO!" Crash wailed as horrific memories came back to him. With an enraged look in his eye, Crashhopper suddenly tackled the man, slugging him in the face twice and jamming his jackhammer foot into his family jewels before jumping over the edge of the railing and falling after Casta as Spectr and Jane took to attacking the man.

Casta screamed at the top of her lungs as she fell, her eyes wide with fear as she fell towards the stadium facing the ceiling. The crowd foolishly parted beneath her as Crashhopper fell after her, slapping the Omnitrix on his chest and becoming consumed in a flash of bright light. His wrists bloated to the size of basketballs, his fingers reduced to black claws as the blubber from his hands traveled up the length of his arms, expanding and growing and swelling to massive proportions on his shoulders. His belly suddenly exploded outwards, and it would have been funny had they not been plummet towards some very hard ground. His legs became short and stubby, his toes becoming bony and sharp, reduced to claws like his fingers had been. Hard plating began to pile itself up on his shoulders and his expanding hips, his entire back becoming covered in the durable armor that could withstand almost anything. His head became round like a beach ball before muscles and skin melted his face into his chest, his neck disappearing altogether. Black stripes and coloring formed over his pure white body, the armor turning yellowing as it formed on the back of his hands and shoulders. The final transformations were the sudden flexibility of his spine and the addition of the Omnitrix on his chest, a little ways below his wide mouth.

"Lets have a ball!" the Arburian Pelarota quipped as he fell faster and quickly came upon Casta, scooping her up in his large hands and pulling her into his chest before curling up on himself, falling faster and faster until they suddenly crashed into the floor, creating a small crater when they landed. Cannonbolt remained curled up for a few seconds before relaxing and unfolding himself, his arms wrapped protectively around Casta as she breathed heavily and shook slightly.

"You okay?" Cannonbolt asked.

"I have never been so scared in my life." Casta shivered.

"Hold that thought," Cannonbolt rumbled as he gently pushed the pop star off of him and climbed to his feet. "Phantom Girl and One Girl Zoo? How are things up there?" he called into the Omnitrix, glancing skyward.

"The guy can touch me! The guy can touch me!" Spectra screamed, followed by a panther's loud roar.

"How!?" the Arburian Pelarota cried with disbelief.

"He's got some kind of special gloves on him! Hey! Nobody touches those but Ben!" she yelled, a loud smack coming over the Omnitrix followed by a pained howl.

"Right. Zap Master, light 'em up!" Cannonbolt ordered.

"Gotcha covered!" Frankie's came over the Omnitrix. A few seconds passed before a snake of electricity shot across the metal catwalk and towards the struggle above. Seconds before they were electrocuted, Spectra and Jane dived over the side, the shape-shifter quickly morphing back into her eagle form and banking back around as the man lit up like a Christmas tree for the second time in a night, howling in agony. His body fell limp over the railing and plummeted over the side as smoke curled off his body; nobody made any move to rescue him until a golden colored blur shot through the crowd and caught the man before he hit the floor.

"Nice catch, Jinafire." Cannonbolt grumbled.

"I know you do not like the man, but was it really necessary to let him fall and risk injury?" Jinafire asked as she laid the man on the ground and put a firm foot on his chest, restraining him.

"I was getting to it!" Cannonbolt defended himself, despite Jinafire giving him a look.

"Now let us see who is behind the mask." said Jinafire as she bent down and curled her claws around the edges of the mask and pulled it off, revealing the person underneath. Or rather, _not _the person underneath.

"A robot? It's a freakin' robot!?" Cannonbolt grumbled as the Omnitrix timed out and returned him to his normal form.

"In all honesty, I did not see this coming." Jinafire mused she examined the robot with a curious eye.

"So, a it was a robot sent to kill me?" Casta asked.

"Well, whoever built it sent it to kill you in their place," Ben frowned. "Annoying, but definitely smart." he admitted with annoynace.

"Maybe not. Let me have a sniff." said Clawdeen as she pushed her way through the crowd and bent down to the robot, giving it a quick sniff of her nose. "Uh-huh. Just as I thought." she growled, giving the robot a quick kick.

"Thank goodness it's not like Robecca." Jane sighed with relief as she returned to her normal form.

"What is it?" Spectra asked.

"Van Hellscream. I'd recognize that smell anywhere." Clawdeen growled.

And I don't suppose there's anyway to track him?" Spectra sighed.

"Not necessarily." Ben smiled as he turned to the Omnitrix and cycled through his roster before coming across the desired alien and slapping the activation button, a familiar green light washing over him. The first noticeable change was his size. He quickly shrank down from his good six foot frame to something a little under five inches. His skin turned a gray color and became moist. He felt his feet each lose two toes and become webbed. He lost a single finger on each hand as his eyes bulged out of his head. The most dramatic change Ben felt as he was changed was when he felt his part split into two parts, one that seemed slightly smaller than the other half. He suddenly understood everything about the world and its inner workings. The Omnitrix appeared on the back of his jumpsuit, completing the transformation.

"Now, let us see if this drone has an access panel of some kind," Grey Matter mused as he hopped over to the dead robot and set one side of his head to the metal skin , rapping a small knuckle on it before giving the side of a robot a swift kick, popping open a small hatch on the robot's chest. The Galvan quickly hopped inside and began rummaging around, casting out stray wires and bolts that he deemed useless and quickly accessing the robots control panel and hacking through it's horribly primitive homing device. Grey Matter then hopped back out before the Omnitrix timed out and returned the tiny alien back into Ben, a small homing device in his hand.

"Lets pay Mr. Hellscream a visit." Ben said with a sinister tone.

"No, Ben. Let the police handle this," Spectra advised him.

"Why?"

"If you want to get on the police's good side, let them do their job occasionally," Frankie's voice came over the Omnitrix. "I'm not saying you let them handle everything, but let them take care of this one. For me?" she added with a sweet tone.

Ben sighed. "Fine. Make the call." he surrendered. "But if they don't do their job, I am going after Van Hellscream myself."

"I'll threaten them with Feedback and Gravattack." Frankie promised before signing out for the moment.

"Thanks for the save back there," Casta breathed with relief. "I don't know what I would have done without you."

"It's nothing." Ben told her with a smile.

"N, it's not," Casta said firmly. "I want to do something in return for the person who saved my life. Anything you want, it's yours." she promised.

Ben turned the thought over his head. While he wasn't normally one to accept gifts from thankful people he had saved, this one seemed determined to thank him properly. And since she was offering, who was he to stop her? "Well . . . I have always wanted my own theme song . . ."

"Do you not already have one?" Jinafire asked.

"Yeah, but I'd love to hear Casta sing it." Ben shrugged before turning to the witch. "if that's okay with you?"

"If you got a copy of it, I'd be more than happy to sing." Casta smiled before a few thoughts occurred to her. "it won't turn the audience into animals, will it?"

"I highly doubt it." Ben reassured her.

"Is it well written?"

"Very. I've heard it." Spectra answered for Ben. "In fact, its his ring tone!"

"Really?" casta gave Ben an odd look.

"It's the only thing that reminds me of home." Ben explained with a slightly sad tone. Casta nodded and quickly agreed with a smile on her lips.

* * *

Half an hour later, Casta walked back on stage with Ben, Spectra, and Clawdeen in tow to the roar from the crowd. While the Spells were currently out of commission thanks to the robot, Ben the ghouls were substituting for them in their moment of absence; it turned out Spectra had learned to play the drums with nothing to do for almost four centuries without anything to do, and Clawdeen had been teaching herself in her spare time to play the guitar in case her fashion dream never worked out. And if it did, the ability to play the guitar for an audience of thousands was an added bonus. While Ghoulia and Frankie handled the special effects and lights, Jinafire and Jane controlled the sound to keep things in order as Casta waved to her audience.

"Now then, this song goes out to the ghouls and guy who saved my life during that escapade a little while ago! Give it up for Ben Tennyson, Clawdeen Wolf, and Spectra Vondergeist people as we sing you a brand new song in their honor!" Casta yelled through the mic to the excited cheers of the audience as Ben played a few loud chords on his electric guitar to start the song with a googy grin on his face. "Hit it, ghouls!" Casta yelled.

Spectra obliged and slammed her drumsticks into the drums, heavily beating away at them as Clawdeen joined in with Ben's guitar solo and Casta began to sing.

"_It started when an alien device did what it did! It stuck itself upon his wrist with secrets that it hid!"_

"Now he's got super powers, he's no ordinary kid! He's Ben 10! Ben 10!"

Casta wailed into the microphone, a bright smile on her face as the audience cheered.

"_So if you see him, you might be in for a big surprise! He'll turn into an alien before your very eyes!" _Casta went on as Ben got an idea and turned on the Omnitrix, quickly cycling through his listings before randomly selecting an alien as Spectra and Clawdeen gave him a confused look. Ben slapped the activation button and relaxed as the green light washed over him, changing him into something the world had never seen. His skinny figure suddenly swelled as hundreds of muscles piled on top of each other, sending his growing form upwards until he was more than twice as tall as his previous self. His fingers pulsed as thick veins appeared on his arms, sending alien blood through them. A second pair of eyes appeared above his own and every hair on his head disappeared. A short beard appeared on his chin that ran up to his disappearing earlobes as his jaw jutted out. Suddenly, a second pair of smaller arms burst out from under his own, still just fresh muscle and bone. Clawdeen felt like she was going to be sick until rough, red, skin covered them. Ben's toes melded into two large claws as a row of small spikes appeared on his head and shoulders. A black undershirt with a green stripe down the middle as a pair of black pants appeared as two pairs of black fingerless gloves came out of nowhere on his large hands, finishing the transformation.

"_He's slimy, freaky, fast, and strong, he's every shape and size! He's Ben 10! Ben 10! _Casta gave a bright smile as Four Arms went back to wailing on the guitar, much to the audience's howl of approval.

"_Armed with powers, he's on the case! Fighting off evil from Earth or space!"_

"He'll never stop 'til he makes them pay! 'Cause he's the baddest kid to ever save the day! BEN 10!"

At that point, a large TV screen descended from the ceiling and flickered on, showing footage of Ben putting the smack down on villains during all of his adventures; XLR8 giving chase after the Werecat Gang; Humungousaur doing battle with Charmcaster; Gravattack dealing with Crüjo and Kuphulu; Feedback defending himself from the New Salem police; Swampfire fighting the Kraken; Brawn fighting the Kraken a second time; AmpFibian fighting the Kraken for a third time; all this played as Casta chanted into the microphone.

"_1! 2! 3! Ben 10!"_

"4! 5! 6! Ben 10!"

"7! 8! 9! Ben 10! Ben 10!"

Casta ended the song as a huge, pyrotechnic explosion fired off behind her, lighting up the stage and stadium as the audience cheered and clapped louder than ever.

"So how do you like being famous!?" Casta asked Four Arms over the roar of the crowd.

"I'm already famous!" the Tetramand replied with a big smile on his face. "Thank you, New Salem! GOOD NIGHT!" he roared over the cheer of the crowd, raising all four hands above his head and forming the 'hang loose' sign with all four of his hands, only making the audience cheer louder.

"Whatta ham." Clawdeen smiled, shaking her head as she bowed.

**And there we go!**

For those of you who have a hard time imaging the song actually playing out, it's the same one from _Ben 10: Race Against Time_ which, in my opinion, is the best version of the theme song there is yet. If only I could find it on Spotify.

**And yes, before you ask or complain, Ben _would _want to hear his own theme song. Who wouldn't want to hear their own theme song if they had one, am I right?**

**Anyways, I would like to make a few things clear. Casta and Ghoulia are in no way or form part of the harem; Casta is just a friend and Ghoulia is more like Ben's adoptive little sister in a way. We all clear on that? Good.**

**As always, comment, review, suggest, and request down below!**

**HASATA LUEGO AND GOOD NIGHT!**


	40. One Flu Over the Cuckoo

**And I'm back with another chapter.**

**Now last chapter, I feel was probably not my best. I got a few comments last time with some constructive criticism in it that I greatly appreciate, so I can make this series better. I also did not fully capture _DragonWarrior20's_ (formally known as _Axle the Hedgehog_) character, this chapter officially debuts his character and a new frienemy! To fully understand things, you have to read _DragonWarrior20's _story _Gwen 10: The Omniverse War_, a fabulous story in my opinion. And speaking of fabulous stories, don't forget to swing by _DJ Rodriguez's _profile to read his story _Monsters and Magic _and its sequel!**

**As I really have nothing else to say, I shall shut up and get on with the story.**

**As always, comment, review, suggest, and request down below!**

**Onwards!**

Jane shivered and pulled up her parka around herself tighter, blocking out the frigid wind with the faux fur that ringed her black jacket. She was tempted to simply change in something that could keep her warm, like a polar bear, and walk right into school without a care, but there were several things stopping her. Not only would she get frightful stares that would make her beyond uncomfortable, but someone was bound to call Animal Control if a bear just suddenly walked through the doors.

But it was more than the fact that she now had to deal with odd stares, thanks to her new found abilities. There was also the small matter of what other students would say upon seeing Ben, Venus, and Robecca acting all sweet around her. Would they ridicule her? Would they be disgusted? Would she suffer a fate similar to Ghoulia's?

She felt a strong hand rest itself on her shoulder, and she turned to see Ben was a kind on his face, his green and black jacket pulled up tight around his frame. Venus, despite being dressed in a pink and white jacket, had her arm wrapped tightly around Robecca's shoulder, the robot girl's inner furnace keeping the both of them nice and warm. Jinafire and Spectra, both dressed in their winter clothes, trailed behind the others, feeling slightly left out; Ben glanced over his shoulder and gestured for them to catch up, that they were welcome regardless.

"You'll be fine," Ben reassured Jane. "And if anyone says otherwise, they'll have us to deal with."

"Amen!" Venus agreed with a toothy smile. Jane smiled and gulped nervously, slowly making her way up the front steps of the snow covered Monster High, still shivering with anxiety as Ben and Venus gently steered her to the doors. They quickly stepped out of the biting cold, Ben making sure the front doors didn't close on Jinafire's tail, and shook off the snow that had accumulated on their walk. The student body that had gathered in the lobby to socialize before classes began generally ignored Ben and the ghouls as they pushed their way through the crowds, though a few did pause in mid conversation to stare at them as they past.

Ben ignored the wide stares as he and the ghouls came back out the other side of the crowd and made their way to their individual lockers, which just so happened to be all in the same hallway by some random chance; Jane's locker happened to be right next to Ben's, though she had hardly ever used it before meeting Ben, opting to keep her things in the complex air duct system of the school and depths of the Catacombs.

"Hard to believe we were stuck saving the world fifty years in the future just a few days ago, huh?" Ben smiled, slipping off his jacket and setting it in a waded ball in his locker.

"Y-yeah." Jane said nervously, taking her own coat and hanging it on the hook inside of her locker.

Ben noticed the nervous tone in her voice and turned to face Jane as he reached for his Biteology textbook. "Jane, I know you're nervous. I know you're scared of what everyone will say or think about all four of us being in a relationship together. I went through a similar problem when a few people found out that I was dating more than one ghoul," Ben told her. "Just remember it was your decision to do this, and that they have no right to tell you how to live your life."

"But what if-" Jane began before Ben cut her off.

"Look, if you're that scared about it, change into something to either distract them or make a quick getaway, okay?" Ben suggested.

"O-okay." Jane agreed.

"Don't worry, luv," Robecca came up to them wrapping an arm around her shoulder and giving her a small hug. "We'll always be there for ya."

"Yeah, and if they say otherwise, we'll just beat 'em up!" Venus said with a smile.

"Only as a last resort." Ben corrected her.

"Right. Only as a last resort,"Venus agreed with a small frown that immediately perked up upon hearing the bell ring, announcing that classes were beginning in five minutes. "Gotta go!" Love ya!" Venus laughed before giving Robecca, Ben, and Jane all a kiss on the cheek and rushing down the hall.

"I swear, she's been hanging around with Whisp for too long," Robecca said with a slight smile. "I better go to, luvs. See you later, Ben! Good luck, Jane!" Robecca yelled as she snapped her goggles over her head and activated her rocket boots, shooting off towards the ceiling before leveling out and flying towards the seconds floor.

"Come on, we have Biteology together first period," Ben took Jane's hand and gave it a small squeeze. The shape-shifter smiled as Spectra joined them and pecked Ben on the cheek, flying off to her own class as Jinafire joined them, sharing the same period.

"Shall we?" she asked as Ben shoved his Biteology textbook deep within the bowels of his backpack and taking his hand when it was free.

"We ain't gonna get to class on time if we stall, now are we?" Ben smiled as the three of them walked down the hallway hand in hand, drawing strange looks from passerby; whispers could be heard coming from conversations paused upon seeing the three of them walk by, and Jane began to feel that familiar feeling within her that was telling her to run and hide away. She quickly clamped down on that feeling and held it tight suppressing it within her until she heard a loud cracking sound. With fearful eyes, she glanced back at her free hand to see the fingers fusing together into a single digit as her bones began to dissolve into nothingness, her arm slowly becoming a long tentacle as suckers sprouted underneath her arm. She quickly focused her fearful mind and slowly, ever so slowly, felt her limp tentacle become straight again, the end of her tentacle splitting into five digits; neither Ben nor Jinafire seemed to notice, and Jane began to wonder if the sounds her painful transformations produced could only be heard by her.

Her thoughts were shaken from her as Ben and Jinafire pulled towards the right, making their way across the hallway and towards the Biteology class; the teacher was no where to be seen as the trio made their way through the door and found a set of seats next to each other in the large classroom. They were not the only ones in the classroom, with Cleo De Nile and Clawdeen talking away up near the top row of desks and Abbey sitting off to one side with a bored expression on her face as other nameless students started to fill in the remaining seats; Toralei, Meowlody, and Purrsephone came strolling through the door a few minutes later, the trio of were-cats casting Ben a poisonous look.

"What are they so mad about?" Jane asked, resisting the urge to hide beneath her desk as the were-cats took their seats behind them.

"I think they're still mad about the Toepick Incident." Ben mused.

"Still?" Jane wondered. "And what happened to the teacher, Mr. Hackington?"

"Holding grudges is not an honorable act and only leads to conflict and strife." Jinafire frowned as the bell rang and the teacher walked through the door, grumbling obscenities under his breath. "As for our missing teacher, I heard it was a case of Dragon Pox."

"No, I'm pretty sure it was Hellhound Flu." Ben hummed.

"Aaaiiieeeeeee." Ghoulia moaned as she stepped through the door and took an empty seat in front of them; the teacher ignored her as he glanced over the attendance list.

"AGH! That is nasty!" Ben shivered.

"Quiet down, you little freaks!" the teacher frowned, jabbing a ruler at them. He wore a white dress shirt underneath an oversized, faded brown jacket and wore a striped tie that clashed horribly with everything he wore. He had a long, bald face and only three wiry hairs on his head with a pair of large, oversized glasses over his small, beady, tired eyes.

"You! Stop talking!" the man yelled, pointing his ruler at Ben.

"But I-" Ben started before he was interrupted.

"Don't make me give you a detention slip, young man." the teacher growled, ending the conversation to turn around and write his name on the board. "My name is-"

"LOSER!" a random voice called out from the crowd, drawing laughs out of everyone and small smiles out of the more restrained.

"It is pronounced 'Zarr'. Lou Zarr." the unfortunately named teacher corrected them. "Now, open you're books!" he demanded. "And since I don't know where you sorry lot left off, we'll do the whole book twice. Just to make sure you little freaks get it!" he added with a malicious smile as the class groaned.

"Oh, he is evil," Ben whispered to Jane. "Too bad I can't go Four Arms on him."

"YOU!" Lou Zarr yelled, whacking his ruler down on the desk in front of Ben. "What was that you just said?"

"Uh, what?" Ben asked as Jane slowly slid beneath her desk to hide.

"I will not repeat myself! Get up here to the front of the class and tell 'em all what you just said!" Lou Zarr demanded, whacking the ruler down on the desk once more and making Jane flinch. Ben sighed and got to his feet, ignoring the triumphant smile on Toralei's face, and walked to the front of the classroom.

"Now tell 'em all what you just said." Lou Zarr frowned, crossing his arms over his chest with a smirk on his face.

"I said 'it's too bad I can't go Four Arms on him'," Ben recited. "Can I go sit back down now?"

"Not until you tell me what that means." the teacher hissed.

Ben rolled his eyes and simply turned to the Omnitrix and turned it on, cycling through the aliens before selecting Four Arms and slapping the activation button. He felt himself become heavier, and much fatter than before as his gut bulged outwards and his legs became short and weak. His arms only grew a few more muscles on them before they fell limp to his side, still swelling with fat and useless tissue as the transformation continued. His fingers grew into dull claws as his toes become drab. A pair of black brief with a thick chain belt appeared on his sickly green skin as a heavy, cage-like helmet grew out of nothingness, held down by a large amount of chains, hoses, and locks. The most noticeable change however was his face. No one could see it, but Ben could feel it as it began to grow and shrink and swell and deflate in random spots, bony horns and knobs growing out at random intervals as sharp teeth lined his oddly shaped mouth. The final piece of the transformation was the appearance of the Omnitrix on the neck piece of the helmet.

"Toepick? Not what I had in mind, Omnitrix." the ugly alien wheezed.

Lou Zarr seemed unfazed and unimpressed upon seeing the transformation and merely seemed to get angrier instead. "If you're gonna change your shape in my class, you will have the decency to take that cage off your head!"

"Uh, you really don't want me to do that." Toepick warned the teacher.

"Oh, I insist." Lou Zarr growled; the students gasped and all winced.

"Ooooh, here it comes . . ." Cleo flinched, ducking beneath her desk as the rest of the class followed suit.

"Alright. But you asked for it, dude." Toepick wheezed as a loud hiss bounced off his helmet and the cage doors dropped down and rolled out with a loud clang! A low growl echoed out from within the helmet, followed by unearthly hisses as Mr. Zarr suddenly screamed at the top of his lungs and turned white as a sheet and promptly fainted on the floor as the Omnitrix timed out.

"Hey, dude? You okay?" Ben asked, bending down and poking Mr. Zarr's foot with a finger; the teacher didn't respond.

"Uh, I guess class dismissed?" Ben shrugged. The class cheered and quickly packed up their things before making their way to the door and streaming out into the halls as Ghoulia, Jane, Jinafire, and all three were-cats remained.

"Just be glad you didn't look at us with that thing of yours, Ben." Toralei snarled before leaving, Meowlody and Purrsephone hissing angrily before following their leader.

Ben blinked and turned to Ghoulia. "Uh, is he gonna be okay?" Ben asked her.

"Eyyaaaaahhee." Ghoulia shrugged before giving one of her smiles and walking out the door and into the hallway.

"So, what do we do now?" Jane asked, peeking out from under the desk.

"We could hit the pool?" Ben suggested.

"If you do not mind, I will try to re energize myself in the student lounge," said Jinafire. "I did not sleep so well last night."

"If you say so," Ben shrugged with a smile. "See you at lunch. You coming, Jane?"

The shape-shifter nodded and closed her eyes for a moment, focusing on an image in her head. Her violet skin began to blister horribly, feathers patterns printing themselves across her arms and legs as her nose and mouth fused together in a horrific show into a hard, horny beak. Her lavender eyes turned gold in color as they moved a little ways away from their current position, sharpening to a thousand times better than before as her arms cracked and shifted their bones into a different position. The feathers all across her body were popping out in quick, random movements all across her body as her clothes disappeared off of her body, her feet tearing through her shoes as they melted into three talons; her heel ground and groaned as it was forced out the back of her foot, becoming a forth toe as her legs thinned and became scaly and hard. Tail feathers sprouted from the base of her spine as she shrank down to the size of a cat, her arms spread wide as wing feathers suddenly popped out, completing the transformation.

Ben sighed as the falcon fluttered its wings and landed on his shoulder, lightly digging hits talons into his shoulder. "I know you're still skittish, Jane, but you can't stay an animal forever." he sighed, walking out of the classroom with Jinafire behind him. "See you later." he smiled, kissing the dragon the cheek and turning down the opposite hallway towards the pool.

Jinafire gave a small smile before turning on her heel and walking in the opposite direction ben had been heading in, sniffing slightly and coughing a little. Despite sleeping in the company of Ben last night, she had not slept very well at all, tossing and turning for hours on end in a fitless sleep before the morning rose. Her body ached all over, and her head was stuffed up and throbbing as she opened the door of the student lounge and sat down on one of the couches, curling up into a tight ball and wrapped her tail around her head for warmth as she concentrated and slowed her breathing.

She suddenly felt a slight itching at the back of her nose that wouldn't go away no matter how much she tried to ignore it. "ACH-OOO!" she sneezed, as fiery, hot flame shooting out past her lips and scorching the floor; Jinafire sniffed and groaned slightly before settling back down and trying to fall back asleep. "Ugh." she shivered, really wishing the student lounge offered blankets as she fell into slumber.

* * *

Jinafire woke to a dim ringing sound that boomed in her ears as loud voices pounded her skull, hands sliding all over her body and shaking her in attempts to wake her up. With a sudden shift of her body, she sleepily opened her eyes to stare at a blurry image of Ben shaking her awake with Jane biting her nails nervously.

"Jinafire! Wake up!" Ben's voice echoed in her head.

"Hmmm?" she moaned, yawning and releasing a cloud of smoke from her jaws; Ben coughed and waved his hand in front of his face.

"You missed the past two periods," Jane said quietly. "Are you feeling alright?"

"Never better," Jinafire reassured her before feeling a familiar sensation in her nose. "ACH-OOO!" she sneezed, releasing another jet of flame that would have burnt Ben to a crisp had he not ducked out of the way in time.

"You sure?" Ben asked skeptically.

"I am positive, Be-" Jinafire started before a loud belch escaped her lips. She moaned and dropped to her knees, holding her stomach as she let out another loud belch, her golden scales turning a sickly color.

"Uh, are you gonna throw up?" Ben asked worriedly. Jinafire never got to answer as her stomach suddenly did a flip and she shoved her way past Ben and Jane and out of the student lounge, racing down the hallways to the nearest Ghoulsroom and kicking in the door with a loud bang! She rushed to the nearest stall and kicked in the door once more and promptly emptied her entire stomach contents into the toilet, a loud retching sound echoing off the bathroom walls as steam rose to the ceiling; she could dimly hear the sound of the door being shoved open again with heavy footsteps on the tile behind her that paused upon seeing her. There was a pause before Jinafire was aware that Ben had gently grabbed her hair and held it behind her head as he rubbed her back soothingly/

"Geez, you really are sick," Ben muttered, upon getting a glimpse of the smoking remains in the toilet. The loud sound of hooves pounding against a tightly carpeted floor caught his attention as the door to the Ghoulsroom banged open and a purple falcon came flying through it with Headmistress Bloodgood atop Nightmare. "Mr. Tennyson, why are you not only out of class, but in a private area only-" the Headmistress began to rant before noticing the loud retching sounds coming from the bathroom stall.

"Oh, I see," Bloodgood sighed, clucking her tongue upon seeing Jinafire; the body pried her head lose and held it down to Ben's head level to speak. "How long has she been like this?"

"She didn't show up in class for the last few periods. We found her asleep in the student lounge before she ran in here and started puking her guts out." Ben replied, recoiling slightly as Jinafire started puking again after a brief moment of peace.

"I see," Bloodgood hummed. "She is clearly too sick to remain here any longer; she will have to go home."

"She's staying with me at my place." Ben told her.

"You mean Ms. Vondergeist's place?" the Headmistress corrected him.

"Same thing," Ben agreed.

"Then that means you will have to take her home and attend to her, I'm afraid," Bloodgood sighed. "And because it is a perfectly good excuse, I will let all your shenanigans slide just this once."

Ben nodded as Jinafire finally stopped puking and gasped for breathing, hacking and coughing loudly. "Eww. We really need to get you home." Ben noted.

"I'll have Mr. Ogrethor led you a bucket in case Ms. Long needs to . . . uh . . ." Bloodgood trailed off unable to find a professional word for it.

"Throw up? Hurl? Barf? Gag? Heave? Regurgitate? Spew? Upchuck? Chunder? Do the technicolor? Yawn? Toss up her cookies? Yell at her shoes? Lose her lunch? Ralph? Vomit? Drive a truck? Blow her lunch? Bark at the ants? Call the dinosaurs? Yodel her groceries? Pray to the Porcelain God? Worship the Porcelian God? Bow down before the Porcelain God?" Ben supplemented many words.

"Er, yes," Bloodgood blinked as her body shivered slightly. "I do not think Mr. Ogrethor would appreciate having to clean up more . . ."

"Vomit? Puke? Barf? Tactical chunder? Pavement Pizza? Street Piz-"

"Your knowledge of multiple words that mean the same thing as stomach fluid both astonishes and frightens me, Mr. Tennyson." Bloodgood interrupted as a large, warty, purple ogre wearing a pair of overalls came into the bathroom and set a bucket down.

"Thanks. We'll return it when we're done." Ben promised.

"Keep it kid. I needed a new bucket anyway." Mr. Ogrethor grumbled upon hearing a loud hissing noise from the stall. The ogre janitor cursed beneath his breath and walked out of the bathroom to grab a plunger, some fire retardant gloves, and a fire extinguisher.

"Mr. Tennyson? If you please help Ms. Long out of the building and get her home safely? I believe I have to order a new toilet. I can't imagine dragon stomach fluid is good for the pipes." she mumbled under her breath as her body returned her head to her shoulders and rode Nightmare back to her office.

"You okay?" Ben asked Jinafire.

"It burns . . ." the young dragon managed to croak, holding her aching throat.

"I can imagine," Ben shivered before putting a hand to her head. "Hmm. Cold." he noted as he turned to the Omnitrix and cycled through the aliens before coming across the one he was looking for an slapping the activation button, the familiar green light engulfing him as it changed him. His arms became more furry as hundreds upon thousands of yellow colored hairs sprouted all across his body, racing down his legs and over his chest, up his neck to cover his face as his pinky finger was sucked back into his hand, deemed useless for whatever alien he was becoming. His ears became large and fleshy, similar to that of a rodent's as they rotated up towards the top of his head, his face bulging outwards slightly as his nose became flat and primitive looking. His canines became longer and sharper as his teeth became slightly crooked, his skeleton cracking and groaning as it was compressed and shrunken down to a height of roughly four feet tall. Two, long, furry, prehensile tails snaked out from the base of his spine, cracking and whipping themselves around as if they had minds of their own as his feet became bigger and perfect for gripping, his big toe moving into a 45 degree angle that allowed them to be used like extra hands. Black, gauntlet-like coverings materialized on his wrists, allowing his fingers free movement as a suit that greatly exposed his furry chest appeared on his body with green rings on the knees and elbows; the Omnitrix reappeared on a green and white belt around the alien's waist, completing the transformation.

"Get back to class, Jane. We'll see you at home," Teleportail told the falcon perching on top of the stall; the bird of prey screeched in distress and flapped her wings.

"Just stay around Venus or Robecca whenever possible, okay?" the Vong Linducher instructed Jane, earning a piercing stare from the falcon before it gave a final screech and flapped its wings, soaring out of the open bathroom door as Mr. Ogrethor marched back in, ignoring the bird that had flown over his head and the sudden appearance of a strange, little alien. The janitor paid them no mind as Teleportail spun his two tails in a wide circle behind them and tore a small hole in the fabric of space and time that he vanished through with Jinafire and the bucket in tow.

"Stupid kids and their freaky watches." Mr. Ogrethor grumbled as he went to fixing the tiolet.

* * *

They reappeared seconds later in the living room of Spectra's house, the Omnitrix timing out a few seconds after they had landed. "C'mon. Lets get you upstairs for some rest," Ben told Jinafire, helping her up to the second floor despite her weak protests.

"Ben, I can do it myself." Jinafire told him.

"No, no you can not." Ben argued. His point was further proven when her knees suddenly buckled and she nearly fell down the entire flight of stairs to the bottom. "You see? Just let me help you take care of you. All you have to do is get better."

Jinafire looked like she was going to say something when a queasy look crossed her face and she quickly shoved her head into the bucket Mr. Ogrethor had given them, spewing out whatever else could have possibly remained in her stomach; Ben grimaced and held her wobbly frame on the stairs until she was done and continued to walk her up to the room he now apparently shared with her, Jane, and Spectra.

"Can you at least change yourself into your pajamas? Ben asked as he sat her down on the bed. "I know we're pretty far in our relationship, but I don't think we're that far just yet."

"I shall try." Jinafire coughed as she snagged the orange nightgown thrown over the desk chair. Ben turned around and covered his eyes as Jinafire began to strip herself of her day clothes and change into her nightgown, coughing and hacking all the time; thankfully, her lunch managed to keep itself down where it belonged. A quiet sniff and cough signaled that Jinafire was done and Ben turned back around to take her clothes from her and set them on the desk as the dragon buried herself underneath the covers of the bed.

"Get some rest. I'll be back up soon with some soup." Ben told her.

"Won't . . . work . . ." Jinafire coughed lightly. "Need . . . antidote . . ."

"What antidote?" Ben asked as Jinafire began to fall back into slumber. "C'mon, stay with me here!"

"Need . . . Monster Thistle . . ." Jinafire sniffed. "Catacombs . . ." she managed to say before finally succumbing to exhaustion and drifting off to sleep. Ben sighed and shook his head, pulling up the covers to Jinafire's chin to make sure no body heat escaped, a small detail that critical to the survival of reptiles, dragons included. Ben bent down and set a hand on Jinafire's head, checking her temperature before kissing her forehead and leaving the room, closing the door quietly behind him.

He quietly sneaked down the hallway and crept down the creaky stairs so that he would not disturb his ill lover; he doubted it mattered though, considering she managed to sleep through two entire class periods without even stirring. He was about to make his way to the door and leave the house, curling his fingers around the door handle, when a sudden stab of pain thrust itself into his head. Ben stifled a yelp of pain and fell to the floor on his knees, holding his head tightly in the hopes the pain would subside.

_Please . . ._

Ben thought he was going crazy, hearing voices in his head. The voice that he tried to ignore, tried to tell himself that it wasn't there, was warm and kind with a sad edge in its voice.

_Let me look for what I need . . ._

The voice begged with him, pleading the question. Ben resisted and gritted his teeth, trying to force the pain to go away and leave him so that he could get moving back to the catacombs.

_Please . . . let me look for what I have lost . . ._

Ben cracked an open an eye, the voice having finally caught his attention. Other than the fact that it was asking nicely to search through his mind for what it needed, it seemed genuinely sad and desperate for something that it actually needed. With a sigh, Ben slowly took his hands off his head and relaxed as a calming feeling entered his mind, softly poking and prodding at different thoughts and memories as if afraid they would break like glass. After a few minutes, the calming feeling slowly began to subside, draining out some mental hole in his head.

_Thank you . . ._

Ben blinked, curious as to what the voice meant by that and, for that matter, who the Sphinx it belonged to. Without any other trace of the mysterious voice in his head, he climbed to his feet and grabbed the handle in his hands a second time, quietly opening the door and slipping out of the house, locking the door behind him with a spare house key Spectra had given him. He was about to activate the Omnitrix and dial in Wildmutt or Arctiguana when two twin clouds of smoke, one a bright magenta and the other an inky black, suddenly exploded in front of him, making him cough and hack as he waved his hand in front of his face.

"Sorry about that, Ben," Gigi apologized, snapping her fingers and summoning a fan that she waved back and forth to try and clear the smoke that surrounded them and her sister. "But we could really use your help."

"Hey, Ben," Whisp purred, wasting no time in getting up close and personal with Ben, wrapping her arms around his shoulders and hugging him tight. "Miss me?"

"Depends," Ben coughed. "Why are you here and not in class?"

"Why are you not in class?" Whisp retaliated with a small smile.

"For your information, I have a sick dragon that needs me to find something called Monster Thistle," Ben explained. "Your turn."

"Fair enough," Gigi shrugged, producing a small letter from the folds of her winter jacket and unfolding it so that it could be read. "We need your help to get to a certain part of the catacoms beneath the school; my past self gave me some directions to the spot."

"Can't you just, I dunno, poof yourselves there?" Ben wondered.

Gigi shook her head. "We tried that, but there's some kind of magic inhibitor that prevents magicial deities like genies from simply poofing in there," Gigi told him. "That's we need your help getting there."

"And," Whisp added with a small smile. There might be some Monster Thistle there too."

Ben took the hint and surrendered. "Fine. I'll help," he said. "On the condition that I get some Monster Thistle out of this so I can cure Jinafire."

"No problem, Ben," Whisp smiled with an odd look in her eye. "But before we begin this epic quest, I'd like to talk about the very serious subject of Schizophrenia-" she started before a second, exact duplicate of her head popped out of her neck.

"No she doesn't!" the second head interrupted.

"Shut up, and let me speak!" Whisp shot back, tightly clenching her fist.

"Oh, as if you ever anything worthwhile to listen to!" the second head rolled her eyes.

"That's it!" Whisp creid, jamming her fist forward and socking her second head in the eye. The head growled and balled up Whisp's other hand and slugged her in the face, the two of them quickly getting into a slap fight and yanking at each others hair with the single hand they controlled; Gigi and Ben simply starred.

"Are you sure you two are related?" Ben asked.

"Hard to believe, I know." Gigi sighed as the body the two heads shared collapsed from lack of oxygen when both hands started strangling the others head. "How do you live with yourself, sis?"

"Confidentially speaking, it ain't easy." Whisp gasped as the second head disappeared in a cloud of smoke.

* * *

Jane gulped and tried to steady her jittery nerves as Ms. Kindergrubber, a plump old witch who was incredibly near-sighted by had excellent hearing, smell, and wielded a spike rolling pin, excused the class to gather into groups of four and set to work on the day's assignment: making a three course lunch.

Due to her upbringings, Jane was never one to exactly . . . prepare her meals in the civilized sense of the word. Sure, she would gather mangoes that had fallen from the trees of her tropical home and let them dry in the sun before eating them a few days later, but that was pretty much as far as she had gone. And despite her adopted parent's best efforts to teach her the ways of civilization, they had little success. It wasn't that Jane didn't want to learn, it was just the fact that most of the things they taught her didn't make sense; it had taken her nearly a month before she finally let her family dress her in something other than rags that just barely covered her.

"Jane? Jane? Earth to Jane!"

Jane yelped and very nearly turned into a spider before she released it was only Venus trying to get her attention. She smiled sheepishly as she retreated the extra legs and eyes that had formed back into her body; thankfully, no one had noticed.

"Partners?" Venus smiled, gesturing between the two of them and Robecca.

"Absolutely." Jane agreed as the three ghouls quickly scurried over to an empty kitchen. "Aren't we supposed to have a fourth person somewhere?" she noted.

"I don't know, luv," Robecca shrugged. "I think we'll have to make due with what we have."

Venus shrugged and looked over the laminated slip of paper with the recipe on it, quietly mumbling the listed ingredients as Robecca got the desired utensils and pans they needed; Jane stood off to the side, unsure of what to do. "Need help?" Venus asked, noticing Jane's problem.

"I-I don't know what to do . . ." Jane said nervously, rubbing her shoulder self consciously.

Venus smiled and shook her head. "Why don't you start with the salad?" she suggested.

"But, isn't that cannibalism?" Jane gulped nervously, glancing over Venus with a frightened expression.

Venus shook her head again. "No, it's only cannibalism if I eat it. I've excepted the fact that most, if not all plants are meant to be eaten by something else," she told Jane. "But don't start taking bites out of me unless the situation gets really bad, okay?"

Jane nodded as Venus led her over to the counter where a cutting board sat next to a mound of various vegetables and fruits; carrots, cucumbers, lettuce, apples, bananas, and strawberries just to name a few. Venus handed her knife and left her to start on the spaghetti with meat sauce as Robecca worked on the soup and fruit smoothies. Jane gulped and looked back and forth between the knife and the pile of veggies and fruits next to her before grabbing a banana and quickly peeling it and setting it on the cutting board. She raised her arm and brought the sharpened blade down with a dull

thwack! on the cutting board, cleaning cutting the banana in two. Ever so slowly, she raised her arm up and down on the cutting board, slicing the soft banana into neat slice before tossing them in a bowl and picking up an apple and slicing that in half before slicing it into eighths. She worked like this for the next twenty minutes before her arm began to get sore.

With a sigh, she deposited the remains of a cucumber into the barely filled bowl and dared a look at the pile of fruits and veggies yet to be cut; she had barely made a dent and let out a groan.

"Aufmerksamkeit! Twenty five more minutes, class!" Ms. Kindlegrubber chirped before sniffing the air suspiciously and marching over to another kitchen where Heath was currently trying to put out the oven he had accidentally set fire too, only to make things worse.

Jane groaned before she felt a pair of cool hands slide around her waist and hug her tight. "Having some trouble?" Venus asked with a small smile.

Jane sighed and nodded.

"Want me to show you how it's done?" Venus offered.

"Are you sure? I mean . . ." Jane trailed off, gesturing to Venus and the knife.

"Oh, don't worry about that," Venus waved it off before grabbing a carrot and setting it on the cutting board and gently grabbing Jane's wrists in her hands and standing behind her. "Like this." she instructed, slowly cutting the blade into the carrot and slicing downwards before swinging the top of the knife down and cutting off another slice with the end.

"It's that easy?" Jane asked.

"Much easier than what you were doing before," Venus laughed. "You could chop off heads with those swings of yours!"

Jane turned red as Venus continued to instruct her; Robecca smiled as she rested her elbow on top of the blender lid as it macerated some papayas and dragon fruit. She was glad that her two ghoulfriends were getting along so well together, with Venus's wild and adventurous spirit helping the more cautious and fearful Jane out of her shell with every passing day. It wasn't that Robecca wasn't doing her part to help Jane get more accustomed to the life a monster teenager, but also to the fact that she was in a relationship with three people that loved her very much.

None of this could have been more expressed than the day before when Robecca had taken Jane down to the park for her very first ice skating lesson; having grown up in the hot, steamy jungles of Afreaka, Jane had no idea how to skate on a frozen pond, much less how to survive the winter without changing her form. While Robecca had merely worn a scarf, a pair of fingerless gloves, and earmuffs to keep herself warm, Jane was buried in a T-shirt, sweatshirt, winter jacket, earmuffs, gloves, and winter boots to keep herself warm and was on the verge of giving up on all the clothing and just turning into a penguin to survive the frigid climate.

Robecca had given her that reassuring smile when Jane had first put on her ice skates and tentatively stepped out onto the ice after testing to make sure it was safe. And after the first dozen tries of attempting to stand and falling down, Jane finally got the hang of things had managed to skate a few feet without Robecca's help before falling down. The Copper beauty had picked her up and kissed her lovingly on the cheek sliding one hand around her waist and taking the Jane's hand in her own before taking off at a gentle pace, merely skating the circumference of the pond as the snowflakes gently sprinkled around them.

"Well aren't you two all nice and cozy?"

Robecca was shaken from her thoughts as a tall dragon boy walked into their kitchen. He had golden colored scales for skin and had a long reptilian tail curling out behind him with a plume of black fur at the end. His golden eyes seemed to glow under his spiky red and black hair as his forked tongue ran over his sharpened fangs.

"Who are you?" Venus asked as she released her grip on Jane.

"Dragoon Flame, at your service," the boy bowed. "Sorry I'm late. Bloodgood wanted to make sure I had all my schedule changes in order."

"You are a new student?" Jane piped up, trying to quell the nervous feeling that had started to form in her gut.

"Yes I am, my dear lady," Dragoon smiled. " To this class anyway. Quite the little detective, aren't ya?"

"I'm not really a detective," Jane admitted with a nervously smile and red cheeks. "You just smell different than the other students around here."

"Smell?" Dragoon cocked an eyebrow. "Are you implying that I didn't shower this morning?"

"No! No!" Jane protested quickly. "I just have a more sensitive nose than most students here and I realized you didn't quite smell like you'd been here in Home Ick for a while like we have."

"Oh, okay then." Dragoon shrugged as he glanced at the recipe sheet lying on the counter. "What're we making anyways?"

"Three course meal, luv," Robecca replied. "We're almost done, but if you work on the soup while I finish up the smoothies?"

"I'm on it!" Dragoon announced, sliding over to the stove and sniffing the soup curiously. "Hey, this thing isn't boiling." he noticed.

"It isn't?" Robecca sounded surprised. "I was sure it was working when I left it . . ."

"No problem. I got this covered," Dragoon reassured them as he sucked in a deep breath and blasted a jet of flame out of his mouth and at the bottom of the pot, the soup quickly warming up under the steady flame. Robecca and Venus clapped politely as Dragoon bowed and then took to stirring the soup, adding in the needed ingredients as he came to them. Jane sighed and turned back to her veggies, grabbing a banana and cutting it like Venus had shown her. It wasn't that she wasn't happy to welcome Dragoon to Monster High; she knew how being the new kid felt. But she already felt like her ghoulfriends had suddenly abandoned her and left her for someone else. And things escalated, they could leave her and Ben altogether in favor of Dragoon! Her bottom lip started to quiver at the thought as she desperately tried to clamp down on the feelings of turmoil that were turning around and around inside her.

But they would not go and they would not leave her alone as they insisted upon turning and rolling more around inside of her. She could feel something starting to shift and change inside of her, like earlier in the day; this time however, she could not suppress it, only merely channel it as her body suddenly began to change. She could only hope that it wasn't something horribly huge. Her skin began to prickle and itch as a short layer of fur sprouted all over her body and her nose and lips melted together as her face stretched out and out and out into a long, tubular jaw. Her ears small and more rounded as they rotated towards the top of her head, her purple and pink locks shrinking down to the short fuzz that covered her whole body, Her bones ground and shifted as her spine arched forwards, forcing her down onto her four legs. Her nails suddenly shot out into long, razor sharp claws that curved downwards slightly until Jane was able to support her growing weight on her knuckles. Her hind feet became round paws as short claws tore through her shoes and a long, feather duster tail suddenly appeared at the base of her spine. Her fur turned an indigo in color as a black and white stripe appeared around her chest and curved up and past her shoulder, completing the transformation.

"Um, am I crazy or did your friend just turn into an anteater?" Dragoon wondered, having noticed Jane's transformation.

"Oh, no, not again . . ." Robecca mumbled under her breath.

"Again? What do you mean 'again'?" Dragoon asked, utterly confused.

"She's a shape-shifter," Venus explained. "And she doesn't quite have full control over her powers yet."

"Just like Ben." Robecca cracked with a small smile before turning to Jane. "C'mon Jane, focus and try to change back, alright?"

"Wait! Before she does that," Venus interrupted, pausing long enough to scoop up the large anteater in her arms and set it down on the counter next to the pile of veggies and fruit. "Finish with these. I think you might have more practice with those blades than this one." she joked, pointing towards Jane's long claws and the discarded knife. Robecca rolled her eyes as Jane gleefully set to work, slicing her claws through the pile with ease.

"You ghouls are weird," Dragoon shook his head as he watched Jane. "But I think like it"

"Thanks, luv. That was a nice fire trick before." Robecca smiled.

"Nah, you're too kind," said Dragoon. "But in all seriousness, who is this Ben friend of yours? He sounds like an interesting guy."

* * *

"THIS IS NOT WHAT I HAD IN MIND WHEN YOU SAID I WAS HELPING YOU GET THROUGH THE CATACOMBS!" Walkatrout screamed as she scampered down a musty hallway with a flock of wild gargoyles chasing him, snapping their stone jaws and raking their iron tipped claws at the air; Gigi and Whisp soared after them, Gigi wielding a golf club and Whisp exerting a jackhammer that she used with deadly accuracy.

"Well it's not our fault you turned into Walkatrout!" Whisp cried as she drove the trembling tip of her weapon into the back of one of the gargoyles and reduced it to a pile of rubble.

"AHHHHH!" the Ickthyperambuloid yelped as he skidded around a corner and started running anew, managing to shake off one of the gargoyles as it smashed face first into a wall.

"Change into something else!" Gigi hollered as she swung her golf club and managed to decapitate one of the gargoyles. "FORE!"

Walkatrout didn't need to be told twice as he quickly dived into a hole just big enough of his slippery body to slip through as a gargoyle dove for the same hole and just missed him by an inch. Breathing heavily, the Ickthyperambuloid slapped a fin onto the Omnitrix disk and was briefly changed back into his human form inside the tight crawlspace just big enough for him to stand up in, the empty space lighting up with a green light as his body changed. Hard, metal plating raced up his back and front, melting together into a single shield. His shoulders became rounded and massive as flexible black tubing covered the skin between his elbow and shoulder. His arm then began to swell, metal plating taking the place of his skin as his fingers turned into sharp, gray claws. A piston formed on each of his elbows as the metallic plating covered his head and changed it into something that resembled a Greek Corinthian helmet. Two small, pointed ears formed on his head his feet turned into hard, metallic claws. The Omnitrix appeared on his broad chest as a short tail popped out from his spine, completing the transformation.

"How do ya like me now!?" Armodrillo roared, his claws fusing together into sharpened points and the pistons on the ends of his arms starting to pump up and down at a rapid pace. The gargoyles came right at the Talpaedan, hissing loudly before Armodrillo jammed his jackhammer hands into their stony hinds and easily reduced them to a pile of stone shards.

"I can't even think of a good enough joke for this," Armodrillo grumbled as Gigi and Whisp caught up. "How much farther do we have to go?"

"According to the letter, we only have a little more ways to go," Gigi informed. "Going thataway."

"Yeah. Because when someone says it's only a little farther, they're actually telling the truth." Armodrillo grumbled. "Lets just get this done and over with so I can cure Jinafire; I'm not sure how much longer that bucket will hold."

"Aw, don't worry, Ben," Whisp purred curling her hands around Armodrillo's shoulder and resting her head against the hard metal shell. "We'll be there before you know it!"

"Why does that not make me feel any better?" Armodrillo wondered as they moved down the tunnel and hung a right; a loud dripping sound echoed throughout the catacombs as they moved, mold hanging off the walls as the sparse torches lit their way. Bats would occasionally break the silence, flying in loud flocks that beat their leathery wings in the dark space as heavy cobwebs filled to the brim with spiders hung from the ceiling.

Eventually, they came to another room filled to the brim with hot, bubbling lava that sparked and hissed in the pit below it. A low ridge of stone surrounded the bubbling pool, just big enough for some dainty person to edge along to the other side.

"There is no way I am tunneling under that." Armodrillo stated as the Omnitrix timed out. "But maybe we can fly?" he suggested, turning to the Omnitrix again and slapping the activation button as a green light washed over him and changed his form. Ben felt his skin began to scrunch up and harden as his bones slowly started to dissolve into nothingness. Four fleshy stalks suddenly burst from both sides of Ben's head, and he was now aware that he could see from 6 different perspectives until a hardened shell covered his original human eyes, and soon enough they lost all function together.A slight itching from the middle of his back produced large, insect like wings that were a dull yellow in color. A second pair of legs suddenly burst out from Ben's gut like some old alien horror film. His spine, what was left of it anyway, went out from his back and swelled at the end, forming a large, and very sharp stinger with poison sacks just above the point. His fingers melted into two sharp claws and a thumb, and his jaw jutted out as a few of teeth disappeared. The final touch was a rotting scent that, while Ben couldn't smell, he figured others would not be so welcome to it.

"I think my nose just died!" Whisp gagged, snapping her fingers and summoning a pair of gas masks for herself and Gigi to wear.

"Oh, come on! It can't be that bad!" Stinkfly protested, though neither of the genie's seemed convinced. The Lepidopterran grumbled and rapidly beat his wins in a buzzing sound that lifted him off the ground and into the air. With an acrobatic skill, Stinkfly dove and weaved his way through the stalactites that hung overhead, trying to ignore the hot, bubbling pit of molten death beneath him as Gigi and Whisp took to the air with him; they were less acrobatic than the Lepidopterran and merely flew to the other side and touched down as Stinkfly buzzed through to the other side and into another room.

This room was open and expansive, a massive circle that reached nearly fifty feet into the air. The chamber was surprisingly empty of almost anything other than a large pedestal that rose almost a dozen feet above the dusty ground, a shaft of light cast down upon the top. Stinkfly wasted no time in flying to the top, ignorant of the many bones that littered the floor beneath him.

"Uh, Ben? Maybe you should be a bit more careful?" Gigi suggested, her eyes tracing nervously over a skull that picked clean of all flesh.

"What's to be scared of?" Stinkfly wondered as he landed at the top of the winding staircase that led to the top of the pedestal as the Omnitrix, reverting the Lepidopterran back into Ben. "And what's this thing? And why does it look so familiar?" Ben marveled as he picked up the smooth object in his hands; it was made up of a shiny metal of sorts and shaped like a gourd of sorts. No wait, it was more like a lamp . . .

A low growl shook him from his thoughts as he quickly set the lamp back down on the pedestal and turned to see a pair of large, glowing, red eyes staring at him from the darkness. The eyes moved closer, moving out into the shaft of light to reveal a pointed snout with razor sharp teeth lining the jaw. The head was attached to a reptilian head with a pair of large horns. The head was connected to a long neck that ran all the way to a muscled body with four, sturdy limbs attached to it and a long tail tapering to a point at the end of the spine. What caught Ben's attention however, were the two massive bat-like wings that were jammed onto the creature's back, making it seem even bigger than before. That, and the smoke drifting ominously from its large nostrils.

"DRAGON!" Ben yelped as he threw himself off the pedestal just before a wave of fire poured lose from the dragon's jaws and swept over the spot where he had been moments before. "I thought I burred you!" Ben shouted angrily; the dragon seemed to give a wicked grin before thrusting its head downwards, jaws open and ready to swallow Ben whole. Ben quickly jumped out of the way and rolled to the side, activating and slapping the Omnitrix without looking at which alien he had dialed in as a green light washed over him and began to change his DNA. The changes began as his skin turned icy blue, thick scales forming on his molding skin. His back swelled and hardened into a thick, hard, black shell. Four, large, blue dorsal fins sprouted from his back with a sickening sound as his face bulged outwards, black stripes forming around his eyes as pointed teeth began to line his jaws. His wrists swelled as four claws formed, chest plating appearing on his belly. The room temperature seemed to get lower as a icy vapor escaped from his nostrils, the Omnitrix appearing on his chest, completing the transformation.

"Hey, Ugly!" Arctiguana cried out, catching the dragon's attention. "FREEZE!" he yelled, opening his jaws wide and blasting out an icy vapor that struck the dragon square in the chest, freezing ice crystals quickly crawling over the dark scales and encasing the dragon's body in a mound of jagged ice. The massive reptile seemed to merely scoff at the Polar Manzardil's attempt to restrain him and opened its own jaws, blasting out a jet of flame at the ice that trapped its body and melted it.

"Probably should of seen that coming." Arctiguana chuckled nervously before making a mad dash away as the dragon roared and gave chase after him. "Some help would be nice!" he called out to the Grant sisters as he just narrowly avoided a swipe of the dragon's claws.

"You heard the man! MOVE IT!" Whisp cried, summoning a whistle and blowing on it.

Gigi wasted no time in listening to her military sergeant of a sister and snapped her fingers, a rocket launcher materializing in her hands and resting on her shoulder. The weapon was slightly heavy, but not so much that she couldn't lift it as she trained the barrel of the weapon on the rampaging dragon and aimed for its head. Gigi quickly pulled the trigger and promptly fell down to the ground as the rocket launcher fired off a small missile, hitting the dragon in the shoulder and knocking it off balance for a few precious moments.

But it was all the time Arctiguana needed as he quickly skidded to a stop and slapped the Omnitrix symbol on his chest, the green light briefly changing him back into his human form before injecting a new set of alien DNA into his bloodstream. His skin went from being soft and warm to hot and hard as concrete. Rocky bumps formed on his wrists and shins. His shoulders became broad and massive, so large that he had no neck at all; his face face was stuck right in the middle. His mouth became wider and almost forever stuck in a toothy grin. His fingers swelled in size, and Ben could feel a slight tingling sensation at the tips. He felt a strange feeling as his guts all move upward into his chest as a swirling, hot magma center filled their space. His toes melted into one smooth, rounded foot. A pair of black shorts with green stripes appeared on him as the Omnitrix suddenly appeared on his forehead, completing the transformation.

"Hey, Ugly!" Gravattack grinned as the dragon charged at him and let lose with another jet of flame that harmlessly washed over the Galilean's rocky body. "That's a nice cheese melter ya got there." he grinned maliciously before a pair of wavering, green disks materialized at his fingertips. Gravattack concentrated as the dragon, shifting his hands slightly as the massive reptile began to float off the floor, helplessly flapping its wings and digging its claws into the stone floor of the ground as Gravattack increased his hold on the gravity of the room; bones that had laid still in the cavern for years without being disturbed were pulled into the gravitational field as Gravattack raised his hands above his head, creating an orbit. Rocks and stones lifted off the floor, joining the bones and helpless dragon into a tornado of gravitational energy as Gigi and Whisp and even the lamp were pulled off their feet and into the air; Gigi quickly snapped her fingers and summoned a grappling gun into her hands, firing off the device and hooking the clawed end deep into the rock as she hung on tight with Whisp digging her nails into her leg.

"How long are you gonna keep this up!?" Whisp wailed as the dragon roared inf ear, desperately trying to get back down to the ground as bones, rocks, unfortunate bats, and the lamp whizzed around in a tight tornado over the Galilean's head.

"Until I time out." Gravattack simply replied before a familiar beeping sound was heard and the green light washed over the large alien, returning Ben to the world; everything immediately dropped to the ground with dull thwacks and peppering noises before the dragon landed with a loud boom! on its side.

"Who's the tough guy now?" Ben grinned, glaring at the dragon; the massive reptile whimpered like a puppy and scrambled to its feet, scampering off down a large tunnel and back into the catacombs.

"Now that that's all said and done," Ben grunted, bending down and picking up the lamp in his hands. "I wonder what this thing is. And why does it look so familiar."

"Rub it, Ben," Whisp grinned with a knowing smile. "Rub it and watch what happens."

Ben looked at her suspiciously, but did as he was instructed, rubbing the lamp with the side of his hand as if he were trying to wipe a very stubborn stain off of the stainless metal. At first nothing happened before the lamp suddenly bucked and jolted, as if struck by lightning, flying out of Ben's hands and hopping around on the ground as if it were on fire. A thick, blue fog poured out of the pointed end of the lamp, filling the cavern with the heavy cloud as a loud roar took up to filling the rest of the space. Ben yelped and fell on his butt as a large being suddenly oozed out of the lamp, screaming at the top of its lungs as massive almost limitless power coursed through its body.

"AAAAAAAAAAHHHHHHHHHHHH-OI!" the being cried. He was a light blue in color and had a black beard and goatee with a pair of pointed ears and a golden earring in the left one. He wore an open black vest and a white turban on his head as he held his aching neck. "Ten thousand years will give you such a crick in the neck!" he announced, bending down to glance down at Ben, Gigi, and Whisp.

"What the- oh, no, it's this guy again." Ben mumbled as the Grant sisters helped him to his feet.

"That's right, ladies and gentleman!" the djinni announced. "He's big! He's blue! And he's back! He's the ever impressive," the genie did an impression of Arnold Schwarzenegger before suddenly compacting down into a tiny box. "The long contain," he continued, popping out of the body and summoning a ventriloquist dummy on his knee. "The often immigrated," the puppet mouthed before the genie tossed it over his shoulder and suddenly split into a dozen clones. "But never duplicated . . . duplicated . . . duplicated . . . duplicated, Genie of the LAMP!" he roared as all the clones took to clapping and applauding with all their might.

"Thank you, thank you! Right here, straight from the lamp! Right here for your very much wish-fulfillment, thank you!" the genie bowed down, doing a pretty darn good impression of Ed Sullivan

"Out of everyone I've met, it had to be this guy." Ben grumbled.

"What's so wrong about my Dad?" Gigi wondered. "And how do you know him."

"You mean other than the fact that he's a little crazy?" Ben wondered. "And as for your second question, lets just say its a pretty long story."

"A story!? Ooh, I love a good story!" Genie cried happily, snapping his fingers and summoning a large book. "I've got a 1,001 Arabian tales right here!" he cracked before making the book disappear before assuming the form of a small child. "Can I tell the story please? Huh? Huh? Can I? Can I?" he begged.

"Fine! Just . . . stop! Just stop!" Ben sighed, slumping down to the ground and pinching his brow. "Oh, my aching head."

"Head problems, you say? I can fix that!" Genie announced, changing into a doctor and summoning an examination table underneath Ben's weary form. "Two knocks on the noggin oughta do it!' he laughed, taking out a small hammer and whacking Ben several times on the head.

"Dad, you're getting off topic again . . ." Gigi sighed.

"What the- hey, my little girl's back in town!" Genie cried happily, scooping up Gigi in his big, blue arms and hugging her tightly. "I haven't seen ya since Khufu built the pyramids! And who's your friend?" the djinni asked, noticing Whisp standing on the edge of the shadows uncomfortably.

"My sister and your other daughter," Gigi smiled. "Created by a concerned Finder when they found out I was lonely."

"Good, because if my memory serves right, I only had one birth certificate that I still can't find." Genie mumbled in thought.

"You lost it sometime during the Trojan War." Ben remembered.

"How do you?" Genie asked curiously, interrupting Ben when he was about to speak. "Wait! Lemme guess! Or better yet, read your memories!" he laughed, swooping over to Ben and resting his fingertips on Ben's head. The watch wearer suddenly jolted as if he had been electrocuted as he felt Genie worm his way into his head, picking through his memories with care and a small sense of insanity that Ben was thankful hadn't grown too much yet; he knew what that was like. Before long, he felt Genie retreat from his mind and back out into the world, leaving Ben mentally exhasuted.

"Wow, you've through a lot!" Genie noted. "More than Luke Skywalker ever has!"

"Who?" Whisp wondered.

"Just ignore it." Gigi whispered. "Eventually, you get use to it."

"Eventually?"

"Wow, this is a lot to take in!" Geni announced. "But before I go into full out panic mode, I'd like to discuss the very serious threat of Schizophrenia-"

"No he doesn't!" a second head that matched Genie's suddenly popped out of his shoulder.

"Shut up, and let me speak!" Genie roared, clenching a fist and waving it in his second head's face.

"Oh, no, not this again." Ben muttered.

"Whattya mean? This is raw comedy we got here!" Genie's second head argued with Ben.

"No, it would appear that my new daughter used that trick but a few pages ago." Genie clarified for his second head.

"Again with the mysterious fourth wall breaking and leaving everyone confused?" the second murmured.

"You, be gone!" Genie frowned, snapping his fingers and making his second head disappear in a cloud of smoke. "Great Aphrodite, I need new material!"

"Speaking of new material, I don't see any Monster Thistle around here." Ben frowned, gazing around the bare cavern with disdain; other than the bones that had been scattered about and the cobwebs that hung from the ceiling, there was not much else to decorate the bare room.

"Monster Thistle you say!?" Genie cried. "I happen to have some with me!" he said, summoning a top hat into his fingers and reaching inside up to his elbow and pulling out a white rabbit. "No, that's not it." he mumbled, reaching back into the hat and pulling out a lit torch. A few minutes passed as Genie pulled seemingly random items out his hat, an oversized carrot, spinning wheel, the Lost Arc, a lion, a pumpkin, and even an active chainsaw, before he finally pulled out the desired plant; it was a delicate looking thing with bright pink thorns on its stem that branched out into three small buds.

"There ya go! Oh, and Gigi?" Genie suddenly said in a parental tone. "While you may no longer be in the wish business, it seems you owe Mr. Tennyson a few wishes!"

"How many?" Gigi asked, deciding to take her Dad's word for it; after all, if he had search Ben's memories, it had to be true as Ben wasn't a lair by nature unless it was absolutely necessary.

"Three wishes to be exact!" Genie announced. "And ixnay on the wishing for more wishes," he scolded Ben before turning into a slot machine and yanking down his arm. "That's it: three! Uno, dos,tres!" three line clones slid out of the machine wearing sombreros. "No substitutions, exchanges, or refunds." he cracked, assuming the form of a black and white Groucho Marx.

"I originally started out with three," Ben shrugged. "But the future turned out to be more demanding than I thought."

"Future?" Gigi asked, utterly confused.

"A story for another time," Genie told her. "But right now, we have to whisk our young hero outside where he shall fight for his love! Again!"

"How do you know that?" Whisp asked.

Genie smiled before whipping out a large stack of papers from his vest. "Easy, kid! I finally got around to reading the script for this sucker of a story!" he joked, flipping through the pages. "And according to this, my two daughters will join Young Tennysons harem soon!"

"Wait, what do you-" Gigi started.

"Tut-tut! Off we must go!" Genie cried, the script disappearing into a cloud smoke before he snapped his fingers, whisking away Ben, Gigi, Whisp, and himself to parts only he knew about.

* * *

"Jinafire! Get back here!" Robecca cried as she flew after the dragon.

"You will have to catch me!" Jinafire cried happily, giggling like a child before skipping away.

"Is it just me, or is this completely random?" Venus huffed as she ran across the school grounds, trying to keep with Jinafire. For reasons unknown to them, Jinafire had suddenly appeared back on the school grounds after Jane claimed she had gone home terribly ill with Ben. And to make matters worse, the dragon was wearing her night gown out in broad daylight, exposing her underwear underneath and leaving little to the imagination should anyone look at her. Thankfully, Jane, Venus, and Robecca had managed to catch her during Study Howl, rushing outside to try and catch her before things got worse.

And Dragoon was there to see it all.

"I take it this sort of thing doesn't happen on a regular basis with you?" he asked, keeping even with the three ghouls as they chased after Jinafire into the trees that bordered the school.

"This kind of thing? No," Jane panted. "But ever since we met Ben, strange things don't seem so strange anymore!"

"He does bring out the strangeness in things, doesn't he?" Dragoon noted as they chased a merry Jinafire around the schoolyard again.

"You say that as if you know Ben." Venus noticed suspiciously.

"That's because I do," Dragoon shrugged. "I know a lot about him actually. And I know a lot about you three, too."

"Like what?" Venus asked as Robecca made a dive to tackle Jinafire to the ground, only to miss and crash land into a bush.

"Like the fact that all three of you are bisexual," Dragoon huffed. "You're dating each other and Ben at the same time. Man, she runs fast!" he made the last remark at Jinafire. "What exactly were her symptoms before she left school?" he asked Jane.

"Well, she was suddenly really tired," Jane remembered. "And she severe nausea and a fever as well."

"Oh, great," Dragoon said sarcastically. "She's got Dragon Flu."

"Dare I ask what that is?" Robecca asked, picking leaves out from between her metal plating as they continued their chase.

"It's pretty similar to a standard stomach flu, with the exception of a few side effects that include limited mental instability," Dragoon explained. "Among other things that you really don't want to know about."

"So we should catch her quickly?" Jane guessed.

"Like yesterday, toots." Dragoon agreed.

"You do realize I have a boyfriend, right?"

"I am very aware of that fact," Dragoon told her. "I'm also aware of the fact that your friend is absolutely hot and that I'm gonna ask her out when she's not crazy!" Before any of the ghouls could warn him against the idea, the dragon rushed forward and tackled Jinafire to the ground, pinning her shoulders firmly with his hands and restraining her legs with his knee just as a vaporous cloud suddenly appeared in front of him.

"Dude, get off my ghoul!" Ben yelled angrily, shoving Dragoon off Jinafire and taking his place, Monster Thistle in hand. He quickly folded the plant into a small ball before prying open Jinafire's mouth and stuffing the flower inside before forcing her lips shut. Jinafire recoiled at the taste before relaxing slightly and swallowing, her movements becoming less jittery and unfocused.

"Gigi, can you take her back home and make sure she stays in bed?" Ben asked the genie, passing Jinafire over to her. Gigi nodded and grabbed one of Jinafire's hands as Whisp took the other; Genie did the honors and snapped his fingers, the four of them vanishing in a cloud of smoke. "And as for you, thanks for catching her." Ben said to Dragoon. "But don't get any ideas, got it?"

"I already have one," Dragoon frowned. "You. Me. Right here, right now. Last man standing, gets her."

"Dude, I already won her hand! Legally!" Ben frowned. "I traveled all the way to Fanghai to fight her seven brothers just so we could date!"

"And that means I will have to fight you." Dragoon hissed.

"Dude, do you even know who you're talking to?" Ben gave a confident smirk as he turned to the Omnitrix and cycled through his listings before selecting an alien and slapping the activation button, the familiar green light washing over his frame and changing him. His arms and legs were pulled back into his body, shortening but not disappearing altogether. His fourth and fifth finger fused together as a short layer of tan fur covered his sifting body, rust colored spots appearing here and there along his arms. The brown mop of hair on his head was sucked back into his scalp as his ears became long and pointed before rotating to the top of his head as if they were liquid steel. His front teeth ground and cracked as they shoved their wave out of his mouth and over his bottom lip, giving him a rodent-like look as a green and black jumpsuit and a belt with the Omnitrix materialized on his body. The most noticeable change however, was when a massive, furry, blonde colored mustache appeared on his upper lip, finishing the transformation.

"En guard!" Molestache grinned, morphing his luxurious mustache into a pair of gigantic fists that obeyed his every command. Dragoon seemed to blank before lunging right at the little alien, ready to tackle him to the ground only for Molestache to quickly sidestep to the right and avoid the attack. Dragoon stumbled beyond Molestache, earning a quick blow to the back of the head.

"Ha, ha! I say, put your dukes up and have at me, good chap!" Molestache laughed kindheartedly.

Dragoon hissed and whirled around, lashing out with a leg to smash into Molestache's face. The little alien merely grabbed his leg with one of his hairy fists and swung Dragoon around in a tight circle before throwing him into a tree.

"You'll have to do better that, my good man!" Molestache quipped, charging at a dazed Dragoon and slugging him twice with his gigantic fists before giving him a swift uppercut to the jaw that sent him flying into the air just as the Omnitrix timed out; Dragoon landed a couple yards away with a painful sound that he quickly shook off and climbed to his feet.

"Lucky shot." he hissed.

"Not luck! Skill!" Ben smiled before turning to the Omnitrix a second time and slapping the activation button without looking at which alien he had selected. The green light quickly engulfed him, changing his form and distorting his body into something new that the world had never seen. The Omnitrix beeped and suddenly consumed Ben in a flash of green light, injecting him with a set of alien DNA and forcing his body to change into something new. His skin turned a dark gray in color as his skeleton groaned and cracked he slowly grew a couple feet taller than his original form, his ears becoming long and floppy, drooping down on either side of his head before they stiffened and stuck back like rabbit ears as his eyes became diamond-shaped and turned an emerald green in color. His arms grew until his knuckles just barely touched the ground, small spikes popping out at the elbows and his pinky finger sucking back into his hand, a process that was rather normal for Ben's aliens. A grinding noise came to his attention and he cocked his hand far enough to see a skeletal tail grow out from the base of his spine, fresh muscle wrapping around the bare bone before smooth skin raced over the muscle. His toes popped back into his foot one by one as the bone quickly slithered to the surface like jelly before hardening into a solid hoof. His organs sloshed around inside his body, expanding slightly to fill the empty space inside of him as his brain filled all the available space inside his skull. The final piece of the transformation were the addition of black and green arm and leg braces, chest plate, shoulder pads, belt and a helmet that protected his skull, the Omnitrix appearing on the belt around his chest.

But Brains didn't stop there; he focused his brilliant mind and felt his body start to ooze and change all on its own. Brains's form began to shrink down, his skeleton grinding and cracking loudly as he shrunk down to a height shorter than Frankie's waist. His delicate fingers fused together into sharp points before his hands and wrists suddenly swelled with massive amounts of muscle until they were the size of basketballs. His tail slurped back up into his spine like a piece of spaghetti as his hooves cracked and split apart into three talons. His skin went from a dull gray to a pale white as swirling black designs appeared on his head. Brains's pointed ears became more rounded and drooped down the side his head as the face mash vanished into thin air. The arm and leg guards disappeared as well as a pair of black shorts and a green belt with the Omnitrix on it appeared around his waist, completing the transformation.

"Brawn! Brawn! Brawn!" the other half of the Twins species cried gleefully. "WA-HOO!"

"Aw, man. Not this guy!" Dragoon grumbled under his breath just before Brawn dashed forward and slammed a rounded fist into his face, knocking him clear off his feet and into the wall of the school.

"Is that all you got? Huh, huh? C'mon, give something good!" Brawn grinned cockily, bouncing off his spring-loaded feet and into the air to land on Dragoon's gut and knock every last bit of air out of him. "Ya ain't got nothing! I am the supreme champion! AHAHAHAHAHAHA!" Brawn cried triumphantly.

"You'd . . . think that . . . wouldn't you?" Dragoon gasped, shoving Brawn off of him and climbing to his feet, a seriously annoyed look on his face. "But I have a few tricks up my sleeve; you aren't the only one who can transform, you know." A loud cracking sound filled the air as Dragoon's bones shifted and ground, lengthening and thickening as his changed. His arms began to swell as his veins bulged and pulsed, new blood forced through them as his hands trembled and shook violently, large claws growing from his fingernails and thick scales running up from his arm to the rest of his body. The scales began to cloak him as his frame began to expand, becoming bigger and bigger in size and stature as his head grew larger. His face suddenly expanded outwards into a sharp snout as his teeth ground and grew into razor sharp fangs. His tongue became long and forked as his ears suddenly morphed into a small pair of horns. A loud cracking sound filled the air as a large pair of horns grew from Dragoon's skull, a row of sharp spikes growing up from the vertebrae on his back. A skeletal tail suddenly whipped out from the base of his spine, quickly being wrapped in firm muscle and tissue before hard, red scales covered the muscle, a spade-like growth forming on the very tip of the tail as he was forced onto his four, changing legs. The most noticeable change however, was the suddenly appearance of two pairs of large, bat-like wings that slipped out from his back with a sickening sound and into the ground daylight, adding to Dragoon's new form and completing the transformation.

"WOW. Did not see that coming." Brawn stated as he looked upwards at the massive dragon that towered over him.

"You never really were one to anticipate things, Ben," Dragoon growled. "And that, is why I will win and take Jinafire for my own."

"Over my dead body!" Brawn cried.

"Famous last words." Dragoon grinned a toothy smile before opening his jaws and blasting out a jet of fire that scorched the ground in front of Brawn, forcing the little alien to back flip out of harms way.

"Ben!" Robecca cried, gunning her rocket boots.

"No one interferes!" Dragoon bellowed, smacking his tail against the ground. A large tremor shook the earth beneath them, forcing the ghouls down to their knees as Dragoon roared and chased after Brawn, snapping his jaws repeatedly; the Omnitrix timed out seconds later, Ben now screaming at the top of his lungs.

"Time out!" Ben cried before Dragoon raised a clawed hand and slammed it down on him, pinning him to the ground.

"I don't think so." Dragoon hissed, lowering his head to be even with Ben's. "So sad that I never got to know you better. I was actually starting to like you."

"You don't have to do this, Dragoon!" Venus yelled. "Because if you do, I will kick your sorry ass all the way from here back to Fanghai!"

"I really have no choice," Dragoon shrugged. "It's common dragon tradition."

"There are other ghouls, ya know!" Ben cried out from under Dragoon's claws.

"Yes, but none as beautiful or as kind as fair Jinafire." Dragoon sighed happily before returning his attention to Ben. "Any last words?" he asked, parting his jaws as an ominous glow formed in the back of his throat.

Ben opened his mouth to say something before a computerized voice interrupted him. "Randomizer Mode activated. Have a nice day." the Omnitrix chirped.

"Oh, that's not good." Ben moaned.

"I agree." Dragoon frowned as a green light encased Ben as his arms swelled as his veins popped out, alien blood coursing through them as muscles piled themselves on top of each other. His legs became muscled as he stretched upward, growing taller and taller until he was a good six feet taller than Ghoulia. Fur began to sprout all over his body, turning white on his chest, gut, hands, and feet, turning orange everywhere else. A few black stripes stretched across his broad back and shoulder, a handful of whiskers sprouting on his face. His eyebrows turned black and became longer as they grew up and off his head. His jaw jutted out as his teeth became sharper. His hands became larger and muscled as a single, black claw grew out of his wrist. The final piece of the transformation was the appearance of a green and black luchador outfit and belt with the Omnitrix on it.

"RAGH! Lemme tell ya somethin', Dragoon Flame, regular Normie that can somehow change into a gigantic, firebreathing, Chinese Dragon, despite having wings that normal Chinese Dragons don't!" Rath yelled.

"I'm Japanese," Dragoon frowned. "And call it an evolutionary measure, if you will."

"Rath doesn't understand what you just said, so Rath will respond with something that he also doesn't understand but hopes is painful as well as violent!" the Appoplexian roared, forcing Dragoon's claws apart and giving him enough space to pull himself free. Rath quickly turned to a tall oak tree and rapidly scaled its branches, climbing to the top. "Lewodan Anvil Drop! Rath cried, jumping out of the tree and dropping towards Dragoon's waiting skull with a large elbow jutted out for massive effect. The dragon didn't even flinch as Rath struck him and comically bounced off and down to the ground, painfully clutching his throbbing arm.

"WHAT DID YOU DO TO RATH'S ELBOW!?" Rath bellowed.

"Dragon scales," Dragoon mused calmly. "Best armor in the world. Course, you probably won't live long to try it again, you moron."

"Lemme tell ya somethin' Dragoon Blaze! Rath is the one that deals out the insults, even if Rath insults himself!" the Appoplexian roared before he was suddenly consumed in a bright flash of light and briefly changed back into his human form before the Omnitrix injected him with a second set of alien DNA. His skin began to crawl as it hardened smoothed into something similar to an exoskeleton, yet not at the same time. It turned black as it raced over his body, blue blotches with lighter centers appearing all over him. His fingers became sharper as they turned into claws, and he could feel his toes melt into toe as a third claw sprouted from his heel with a loud grinding sound. His teeth fused together into two plates that felt like they could bite through almost anything as his eyes widened and became larger, turning a bright green with three dots. Muscles piled themselves up on his chest and arms, but the most important and noticeable change however, was the itching sensation he got on his back and head. With a sudden, sickly sound, four large wings ripped out of his back, bigger than his entire body. Two large antennae burst out of his head. The wings and antennae flapped around for a few seconds before gently and silently wrapping around their owner like a cloak. The final piece of the transformation was a suddenly chilled feeling in his core, a feeling that ran through his veins and arteries that felt as cold as ice.

"Time for you to chill out!" Big Chill breathed as he unfolded his winds and sucked in a deep breath before blasting out an icy vapor at Dragoon's head, the ice crystals already forming on his scales. But the ice didn't seem able to get kind of hold on the dragon's head, the ice simply falling to the ground in a pile at the massive reptile's feet. Dragoon was not amused and lunged forward, jaws wide open, and snapped them shut around the Necrofriggian. The dragon's jaws quickly forced open by Big Chill as he struggled to keep Dragoon's mouth shut, his limited strength slowly diminishing with every passing second.

"C'mon, give me something useful!" Big Chill begged as he heard a familiar beeping sound and was suddenly engulfed in a flash of bright green light. His skinny figure suddenly swelled as hundreds of muscles piled on top of each other, sending his growing form upwards until he was more than twice as tall as his previous self. His fingers pulsed as thick veins appeared on his arms, sending alien blood through them. A second pair of eyes appeared above his own and every hair on his head disappeared. A short beard appeared on his chin that ran up to his disappearing earlobes as his jaw jutted out. Suddenly, a second pair of smaller arms burst out from under his own, still just fresh muscle and bone. Jane felt like she was going to be sick until rough, red, skin covered them. Ben's toes melded into two large claws as a row of small spikes appeared on his head and shoulders. A black undershirt with a green stripe down the middle as a pair of black pants appeared as two pairs of black fingerless gloves came out of nowhere on his large hands, finishing the transformation.

"Yeah! Four Arms!" Venus cheered as the Tetramand quickly forced Dragoon's jaws open far enough to jump and land back on the ground. The dragon bellowed and followed Four Arms with his head as the Tetramand ran beneath him and between his legs, wrapping his thick fingers around Dragoon's tail and pulling with all his might. The Tetramand grunted as he finally managed to yank the dragon off its feet and swing him around before throwing him with all his might into the wall that surrounded the school.

"Is that all you've got?" Four Arms panted. "Oh, for the love of Swampfire, I'm tired."

"I take it you are surrendering?" Dragoon assumed, climbing to his feet and stalking towards the Tetramand.

"No," Four Arms grunted, straightening to face his powerful foe. "You wanna know why I always win? Because I don't give up!" he yelled, charging forward and raising all four fists. Dragoon simply turned around and lashed out with his tail, harshly hitting Four Arms and sending him flying.

"SERIOUSLY!?" Four Arms wailed as he soared across the courtyard and crash landed into the swamp water fountain on the other side, utterly obliterating it with a loud crash! Seconds later, students were pressed up against the windows to watch the battle as Dragoon lumbered closer to Four Arms, lciking his chops as he flexed his wings.

"I'm thinking once I have Jinafire I'll take her out to a nice Italian place downtown," Dragoon said casually. "What do you think? Too forward?" he asked Ben, as if he actually cared about his opinion.

"I don't know," Four Arms groaned, climbing to his feet and shaking off stone dust from his broad shoulders. "I know a nice place that serves knuckle sandwiches!"

"Puns. How amusing." Dragoon rolled his eyes. "But you are no match for my power and skill. Why don't you just surrender with your dignity in tact?" he suggested as an ever familiar beeping met his ears and a bright, green light washed over the Tetramand, changing his DNA. His skin turned a chrome white in color and became cold and hard to the touch, much like a sheet of metal as his arms expanded and bulked up. The first part on either of his arms, just below the elbow, became see through like glass as a toxic green started glow within the cylinders, bubbles bouncing around inside his shoulders became massive and rounded. His neck thickened as his head shrank slightly and reshaped itself into a cone shape as green ridges formed around the see-through tank on top that also held a toxic looking liquid inside. His chest bulked out as artificial muscles piled themselves on top of each other, racing down his legs as his toes melted together into a single, chrome white foot. A round, glass window suddenly appeared on his chest, looking very much like the Omnitrix itself with the bright, greenish glow as the actual Omnitrix appeared on a green and white belt, completing the transformation.

"Lets test it then, shall we?" Atomix gave a cocky smile, giving a come-at-me-bro gesture with his hand.

"You never listen to anyone do you?" Dragoon growled, as he opened his jaws again and blasted out another jet of flame that merely washed over Atomix's chrome body, only leaving dark scorch marks. The large alien narrowed his beady eyes and drove a glowing fist forward, hitting Dragoon in the jaw with little effect as he went for a roundhouse kick to Dragoon's chest with no effect whatsoever.

"Difficult, is it not?" Dragoon seemed amused as he reared up onto his hind legs an drew back a fist, slugging Atomix in the face and sending him flying across the courtyard, watching him fall back into the cobbled stone and tear it up, leaving a deep trail and crater in his wake before he came to a stop with a groan. "It seems anything you can do, I can do better." Dragoon noted.

"My, aren't we cocky?" Atomix coughed, climbing to his feet before quickly turning to his three ghoulfriends. "Duck and cover, my loves!" he cried as his hands glowed an ominous green as he slowly spun his hands in a slow circle; Dragoon watched with only slight interest.

"HAA-MEE-NA HAA-MEE-NA HAA-MEE-NA-HA!" Atomix roared, stopping the slow movement as his entire body glowed an ominous green. "NUCLEAR WINNER!" Atomix bellowed as the entire area was suddenly consumed in a bright green light as Atomix practically exploded; a fiery, radioactive, green mushroom cloud soared into the atmosphere, consuming everything within range. The blast shook the earth and blew all the trees back to the near breaking point of their trunks before dying down, leaving a loud ringing in anyone who hadn't covered their ears.

"Is that the best you can do?" Dragoon shrugged, giving his body a shake, a light dusting of ash sprinkling down to the ground.

"Oh, man! That was my best shot, and Dragoon is still standing!" Atomix whimpered as Dragoon grabbed his head in his claws and squeezed as tightly as possible, throwing him clear back across the courtyard and into a tall oak, completely decimating it into splinters and leaves.

"Please, for the love of Sphinx, give me something, anything to defeat this fellow!" Atomix begged the Omnitrix as the familiar green light washed over him and began to change his DNA. His skin turned a smooth, almost liquid black in color, a white sheen materializing on the border of his body as his frame only grew slightly taller than his original form. His toes all fused together into a single digit as a grinding sound filled the air, three horns growing up from between his deep, green eyes. His jaw jutted outwards as any other minor detail simply seemed to vanish, including his actual mouth. Tiny little, star-like dots suddenly blinked to life on his body, giving him the image of a starry sky. But what Ben felt most of all was the power that came to him. Unlimited, unquestionable, unmatched power poured into him from very available part of the universe into him. He felt like he could anything from merely destroying a planet with a flick of a finger to recreating the entire universe if he wanted to. Ben suddenly felt the addition of two more personalities enter his mind, one that was throbbing and pulse while the other seemed to be calm and placid; the final addition of the transformation, was the addition of the Omnitrix on his chest.

"Is that . . ." Robecca trailed off in awe.

"Alien X!" the Celestialsapein roared, his voice deep and echoing and seeming to come from everywhere and nowhere all at once. Dragoon actually looked for a bit before rushing forward, jaws opened wide and an ominous glow formed in the back of his throat. Alien X seemed completely unfazed as he drew back a mighty fist, his eyes narrowing with determination and a mouthless, cocky grin on his face.

And then, at the worst of times, the Omnitrix timed out and changed the omnipotent alien back into Ben.

"What the- ARE YOU FUCKING KIDDING ME!" Ben swore as loudly as possible just before diving backwards to avoid a fiery blast of flame aimed right at him. He grunted and rolled across the ground for a few yards, rolling to a stop without moving.

"DRAGOON!" a loud voice roared. The dragon growled and craned its head behind him to see a swirling blue portal open up in the air above him and a tall, human-like figure come flying out, hovering a few feet above the ground. He was a little taller than Ben and had short, spiky, black hair with bangs and a pair of cold, amber eyes. He was in peak, physical condition and was very possibly the most handsome man anyone had ever laid eyes on, even if they themselves were man; he was that handsome. He wore a black tank top with a green Omnitrix logo on it, a pair of brown, leather pants with black, leather boots, and had a wristwatch strapped to his right wrist that greatly resembled the Omnitrix. Dragoon snarled and hissed as the boy floated down to the ground, a very angry look on his face.

"Drake." Dragoon spat, narrowing his reptilian eyes at the Alpha Osmosian.

"What have I told you about chasing after woman that are already taken?" Drake scolded almost playfully.

"You do not know the love I feel for Jinafire!" Dragoon roared. "If you cared about anything, if you cared about me, you would have done something to save my mother when you had the chance!"

"We've been over this, Dragoon," Drake sighed, pinching his brow. "I couldn't have saved her if I wanted to."

"Use your freakin' "omnipotent and all-powerful" abilities to resurrect her then!" Dragoon half pleaded and half demanded. "Bring her back, and I will stop this!"

"I would if I could, Dragoon, but it interferes with the laws of the space/time continuum," Drake sighed sadly. "My hands are tied."

"Then I guess I have no choice but to kill him," Dragoon growled, flicking a tail towards Ben. "May his death be on your soul."

"Yeah, not gonna happen." Drake frowned, dashing forward at a pace the ghouls could hardly believe was real. The Alpha Osmosian moved fast, faster than XLR8 or Fasttrack could have ever hoped to run if they wanted. Drake reappeared directly beneath Dragoon, suddenly growing to be the same height as the large dragon and delivering a swift uppercut to the dragon's head; the blow actually seemed to hurt Dragoon as his head snapped back and he bellowed in shock before Drake grabbed him by the neck and heaved him over his shoulder, throwing him to the ground.

Drake concentrated his mind as a second pair of Tetramand arms suddenly split out from under his original pair, an Appoplexian claw forming on the end of each finger as Arburian Pelarota armor formed on his back, arms, and legs; a Vaxasaurian tail sprouted out from the base of Drake's spine before it was engulfed in a flash of bright light, turning a dull green in color as dark blue armor formed on the top side, a spiked mace forming at the tip of the tail and a pair of Vladat wings sprouted out from his back, adding to his size.

"How did he do that?" Jane wondered.

"Like it ladies?" Drake smiled. "Gotta love having ever known power in existence at your fingertips." he grinned before returning his attention to Dragoon and grabbing him with both pairs of his arms, his Appoplexian claws easily slicing through the dragon's skin and exposing large, open wounds that dripped with blood onto the ground; a loud hissing sound filled the air as the precious liquid ate away at the ground. Dragoon roared in agony, snapping his jaws and clamping them down on Drake's upper left arm, biting down as forcefully as possible. Drake didn't seem the slightest bit affected and drew back a large fist, thrusting it forward and slugging Dragoon in the face, sending him flying across the courtyard. Drake rushed forward, slightly weighed down by his Arburian Pelarota armor and heavy, Evoloved Vaxasaurian tail, and quickly flapped his Vladat wings, taking to the air and gaining enough altitude before he suddenly curled up into a tight ball, his Arburian Pelarota armor encasing him in a tight ball as he fell straight down a Dragoon, parting the shell long enough to lash out with his Evolved Vaxasaurian tail and smashing the mace-like tip into Dragoon's face, knocking a few teeth lose.

"How do ya like me now?" Drake grinned as Ben finally started to come to.

"What the- Drake? What are you doing here, come to criticize some more?" Ben frowned from the ground, still to tired to stand up.

"For your information, I am beyond that now," Drake reassured him. "When you're immortal, you have a lot of time to think things over. Now that I've had time to think about it, being bisexual is not so bad." he shrugged before turning to the ghouls, specifically Robecca. "Hope you got the flowers I sent." he apologized.

"What-" Robecca started before a small cloud of smoke appeared at her feet and a bouquet of bright, red roses appeared. Robecca smiled and took the flowers in hand, giving them a deep sniff and enjoying their sweet scent.

"Dude, you better not be doing what I think you're doing . . ." Ben warned the Alpha Osmosian.

"Not even close," Drake reassured him as the various alien body parts were sucked back into his body, returning him to his normal form. "Now if you'll excuse me, I must get going."

"What!?" Ben protested. "Why not just finish the job!?" he groaned.

"Because that's your job," Drake explained as a swirling, blue portal appeared behind him. "Paradox gave me orders to merely give you enough time to catch your breath."

"Of course." Ben frowned.

"Oh, and Ben?" Drake added as an afterthought as he stepped towards the portal. "When you turn on the Omnitrix, select The Worst and slap the Omnitrix as hard as you can." he instructed before giving a parting smile and taking his leave through the portal.

"It seems my foe did not have the guts to finish what he started," Dragoon coughed, climbing to his feet. "Unlike me. You will die where you stand, Ben, and Jinafire will be mine. Nothing personal, by the way." he added as an afterthought.

"Oh, that makes me feel so much better." Ben rolled his eyes.

"Look, I'll give you a sporting chance," Dragoon said casually, looking over his claws. "Turn into any alien, any alien you wish, and I will make your death nice and swift." he offered.

Ben rolled his eyes a second time, turning to the Omnitrix on his wrist and cycling through his roster, pondering whether or not he should follow Drake's advice. Sure, he didn't like the Alpha Osmosian much, especially after he insulted his ghoul in the space between the time lines, but if there was one thing Drake was known for, it was never being wrong; at least, during the limited time he and Ben had been together. Ben shrugged and selected the Atrocian icon before raising his hand and clenching his fingers tightly into a fist before slamming it down on the activation button as hard as he could, the ever familiar green light washing over him and changing his DNA. A short layer of gray colored fur sprouted all over his body, leaving only his hands and feet bare as his ears rotated to the top of his head, becoming long and rodent-like in appearance. A loud cracking sound filled the air as Ben's bones ground and shifted, a long, rat-like tail sprouting out from the base of his spine as sparse hairs sprouted out at random points on the new appendage. His toes melted into three claws, his heel pushing out behind his new feet to form a fourth toe; Ben's face bulged outwards slightly into a rodent-like snout, a few stray hairs forming a small goatee of some kind his arms swelled and his chest bulked up with muscle. A thick mane of razor sharp quills grew from the back of his thick neck as a pair of black pants, black tank top with a green stripe down the front, green cuffs, and black, fingerless gloves materialized on his body. The final piece of the transformation was the addition of a green belt with the Omnitrix on it around Ben's waist.

"What the- not the time for a new guy, Omnitrix!" the alien roared with frustration. Dragoon merely chuckled and stalked like c at towards the rat-like alien, chuckling all the way. "I'm sure Argit would find this absolutely hilarious. You know, other than the fact that I'm gonna kill you."

"Will you stop saying that!" the Espigilagisapien yelled before screaming as Dragoon pounced on him and pinned him to the ground with a large claw, edging his head down to speak with the alien. "Don't feel bad, Ben. Once you're gone, I'll make sure all your ghouls are nice and happy. And who knows? I might take a few for myself." he chuckled, opening his jaws wide to reveal a familiar glow at the back of his throat. The Espigilagisapien closed his eyes, waiting for the worst to be over as unfulfilled wishes came to his mind; to finally return home, to feel Gwen, Kevin, Rook, Grandpa Max, and his parent's tight embrace, to be with his ghouls for the rest of his life and grow old with them, to finally see Vilgax for good, among other things. He knew that none of these things would ever come true now that he would die at the hands of an ill-tempered dragon with an unrequited love for Jinafire.

"Ben! Ben, what the Sphinx are you doing!?"

Dragoon whipped his head towards the sound as the Espigilagisapien did the same. Rushing out of the main doors of Monster High was a woman only a few inches taller than Ben, a very stern look on her face; Dragoon found himself unable to train his eyes off of her. Her luscious white locks that were as pure as new fallen snow ended in a venomous, purple tip as she glared at him with a pair of violet eyes that could only be compared to diamonds. Her lips were as black as midnight and her white hair framed her heart-shaped face. Her seemingly delicate arms were wrapped in a dark magenta coat with purple ends and heart designs on her hips, her long legs covered by black leggings and boots as black as a raven's feathers.

"Who are you?" Dragoon wondered, completely stunned as his jaw dropped wide open upon seeing Charmcaster's gorgeous figure.

That was all the Espigilagisapien needed. From some sort of instinct or other buried deep within his DNA, he knew exactly what to do. Without warning, he hissed and arched his head forward, aiming the mane of spikes directly at Dragoon's open mouth and firing off a round of a dozen quills into the gaping maw, all but one of the quills bouncing harmlessly off the sharp teeth. The last quill hit is mark true and sank deep within the vulnerable insides of the dragon's mouth, the venom on the very tip of the quill slowly ebbing into Dragoon's bloodstream.

"I think I'm in love . . ." Dragoon sighed happily as he slumped to the ground, his consciousness fading as his eyes blinked shut as his breathing slowed slightly and his firm grip on Ben went limp. In a sudden fluid motion of dark red scales, twisted horns, leathery wings, and black hair, the massive dragon was gone to be replaced by Dragoon's humanoid form, his golden scales now a dull yellow in color.

"Did you . . ." Jane wondered fearfully.

"Nah, just put him to sleep," the alien reassured as he climbed to his feet with a pained hiss. "I'm gonna be feeling that tomorrow." he added as he bent down and reached inside Dragoon's mouth, yanking the quill out with ease before looking it over and tossing it carelessly over his shoulder.

"What will you call your new form?" Robecca asked the alien, climbing to her feet and strolling over to him with a smile on his face.

"I was thinking something like . . . PorcuPain." the Espigilagisapien tried out. "What say you?"

"Sounds perfect." Venus grinned.

"Good, because I want to get out of this form as soon as possible. I have the sudden urge to sell everything I see or get into some shifty kind of business." PorcuPain grunted as the Omnitrix timed out and reverted him back into Ben, the glowing green watch face dying down to a dim green as it went into Recharge Mode.

"Will someone kindly explain what the Sphinx is going on!?" Charmcaster snapped. "And who is this!?" she added, gesturing down to Dragoon as he mumbled in his sleep and curled up into a fetal position.

"It's a long story," Ben yawned. "In related news, I am going to pass out from exhaustion." he announced before suddenly collapsing to the ground and fading away from the world with a loud snore next to Dragoon.

"Do I even want to know?" Charmcaster asked the ghouls.

"Probably not." Venus shrugged as she bent down and grabbed hold of one of Ben's hands; Robecca bent down to the grab the other and together, the two of them muscled Ben onto their shoulders and began to walk off the school grounds towards Spectra's house where they would very possibly have to deal with three genies and an overexcited dragon.

"If it makes things easier, he said that he loved you." Jane said quietly to Charmcaster. Before the sorceress could ask what she meant by that, the nervous shape-shifter morphed into a small falcon and took to the skies, flying after her three loves and leaving Charmcaster and Dragoon in the middle of the courtyard.

"That does not make things easier." Charmcaster sighed, turning on her heel and walking back into the school, snapping her fingers with a pink glow; the obliterated courtyard was suddenly engulfed in a bright flash of pink light and all the damage was immediately undone; all the trees were like brand new, their branches restored and their trunks strong once more, the stone fountain was back in one piece, spewing out rank swamp water. And in the middle of it all, Dragoon slept, oblivious to the outside world.

**And there we go!**

**By the way, I had no idea there were so many words for 'puke' and the 'act of vomiting'. Just goes to show you what society does in its spare time. Shameful, really, but absolutely hilarious otherwise.**

**For those of you waiting for Alien X to debut, I hope you're happy! And hey, Genie had an appearance too! How long will it be before Hades is back in the picture (knowing me, not very long)? Anyways, thank you to all who both voted on the most recent of polls and contributed to the Nemetrix predator contest. The contest is over, but I will be excepting last minute entries until the next chapter. And since I am done with the last poll, a knew one will soon be to discuss a small idea from a reader for a later chapter. Check out the new poll and all the info on my profile later in the week!**

**As always, comment, review, suggest, and request down below!  
****Hasta Luego!**


	41. Mostly Ghostly Van Hellscream

**Hey there! I'm back once more with another chapter for y'all to enjoy!  
**

**Ooh, I'm so full of energy and ideas I can barely stand it! WA-HOO!**

**But I guess thanks and introductions are in order. I would like to _dead_icate this next arc to a reader who as been a major help in writing this story, specifically this arc. Without them, I never would have gotten around to it or come with all the _claw_some ideas! This arc's for you, _Zak Saturday!_**

**And for those you wondering what said arc is, I'm proud to announce that is none other than the _Haunted _arc! With a Ben 10 twist for good measure! For those readers who are nearly bored out of their skulls waiting for Ben to return to his dimension, be patient! The wait's almost over!**

**As always, comment, review, suggest, and request down below!**

**ONWARDS!**

"Is she stable?" was the first thing Robecca asked as she and Venus dragged Ben through the doors of Spectra's house.

"Well, I don't see any horses around here, so I'm gonna say yes!" Genie grinned. "Ms. Long is perfectly fine, if not a bit worn out." Jinafire was curled up on the couch with a blanket wrapped around her as she dozed off in front of the static of the TV, her sickly colored scales now back to their golden hue.

"Good, because I'm not about to chase her all over town." Venus sighed as she and Robecca sat Ben down in an arm chair before taking seats on either side of Jinafire on the couch; just because the dragon was out of it, didn't mean she wasn't capable of causing mischief. The fact that there were scorch marks all over the floors and walls and a smell that could only come from a freshly used fire extinguisher was clear evidence enough. "I am not about to have another run-in with Van Hellscream." Venus grumbled as she stole the remote under Jinafire's fingers and switched the channel to show a nature documentary on wild dragons; like a fly to honey, a violet stained eagle flew in through an open window before alighting on the ground and morphing back into Jane.

"Who is this Van Hellscream?" Jane asked, her eyes flickering back and forth between her ghoulfriends and the TV.

"The worst Normie to ever exist, that's who," Whisp grumbled as she floated down the stairs with a towel around her chest and another around her hair. "Don't ask." she mumbled to the ghouls when they gave her an odd look; only Jane noticed the genie's stare dart towards Jinafire before sitting on the arm of the couch.

"Why is he so bad?" Jane wondered.

"You don't know?" Whisp wondered. "Oh, that's right. You on the other side of an ocean."

"To put it lightly." Venus rolled her eyes.

"Long story short, Van Hellscream is an expert on monsters. He's so smart, that he can take on a horde of giants without breaking a sweat!" Whisp explained.

"How?" Jane asked fearfully.

"He knows every type of monster's weakness," Whisp said with equal fear. "Any kind of monster that's ever encountered Van Hellscream and made it out alive was never the same."

"How many is that?" Jane asked, hiding behind the couch.

"Not many," Whisp shook her head. "At first he seems so kind and thoughtful, working towards bringing Monsters and Normies together and ending this senseless hatred towards one another. And then, he tears them apart from the inside, turning monster against monster until we either take ourselves out or he strikes while we never see it coming. In short, he's one bad dude."

"Yeah, even I'm scared of him!" Genie exclaimed, summoning a security blanket and teddy bear as he sucked his thumb like scared child.

"He's the one that sent that robot to try and kill Casta," Robecca added in as Jane suddenly changed into a cat and took cover under the couch, shivering with the hairs on her back raised up. Venus sighed and reached underneath the couch, pulling the frightened feline into her lap and began to calmly stroke its fur down and scratch it behind the ears. The cat purred as it settled down before it suddenly shifted back into Jane in Venus's lap; the shape-shifter refused to move under Venus's request.

"Well, at least we know the authorities took care of him, right?" Venus sighed as she stroked Jane's head. Despite the words sounding confident in her mouth, Venus knew they would hardly ever be true. When it came to the law, the police were only there to protect one side of the New Salem community and severely punish the other half whenever the chance arouse. Hardly any of the Normies ever thought it was unfair that they only had to pay small fines or limited amount of jail time while the Monsters could be locked away for their entire lives or put to death, and it really was a wonder the monster half of the community hadn't done something about it.

"Lets hope so." Ben suddenly yawned shifting his position to be more comfortable than what the ghouls had put him in.

"You're seriously awake? Already?" Whisp asked Ben, not the least bit concerned that she only had a towel to cover herself when Ben was awake.

"When you wear the most powerful weapon that's ever been created on your wrist, you to develop a habit of somehow managing to get a full night's rest off of only a few hours or even less than that," Ben stretched. "Doesn't mean I'm not exhausted though."

"What do you think he got for attempted murder?" Robecca wondered.

"Probably either six months in prison or a really steep fine, based off of what I heard." Ben mused as he looked to Jinafire and nodded his head, glad that she was both alright and not currently crazy for the time being. It was at that very moment that there came a heavy knocking on the door that sounded like it could only come from a very distressed monster, considering hardly any Normies ever ventured to the monster side of New Salem. Ben got up from the arm chair and lurched over to the front door, not quite fully awake as he curled his fingers around the handle and pulled the door open only for a black and pink blur to rush through the door way and take cover behind Ben, shivering as the snow raged outside.

"Bonita? Hey, calm down!" Ben told the frightened hybrid as she latched onto Ben with an iron grip and sobbed into his shoulder. The watch wearing hero was slightly taken aback by this, but nonetheless wrapped Bonita in a protective hug as he rubbed her back, careful not to damage her fragile wings.

"Bonita, what's wrong?" Ben asked after he managed to calm the frightened ghoul down and walk her over to the rest of the confused ghouls in front of the TV. The shaken up hybrid sat herself down on Ben's lap when he took a seat and refused to move as she wrapped Ben's arms securely around her, as if they were the things in the world that could keep her safe from harm.

"I-I-I-" Bonita trembled, trying to calm her jittery nerves. She failed miserably and instead ended up Ben tightly again before she suddenly took Ben's lips in her own, digging her delicate fingers into Ben's hair as she moved her lips. Ben was shocked for a few seconds, but conceded and returned the kiss, snaking his arms up around Bonita's back and under her wings, a spot that she found very favorable. The hybrid shivered slightly and slithered her arms around Ben's frame, snaking them under his shirt and feeling his well developed muscles. It wasn't until Bonita felt a sudden pinch on her ass did she break away from Ben, giving him a startled look.

"Sorry. Couldn't resist." she heard Venus smirk; Bonita's face turned red.

"Calmed down?" Ben asked Bonita, giving her hand a reassuring squeeze.

The skeletal girl nodded and leaned into Ben's frame, snuggling into him and grinding her ass against him, an act that her face turn an even darker shade despite fully instigating the move. "I-I saw . . . someone . . ." she trailed off, her eyes full of fear and fright. Despite being in the embrace of the one person would she could feel completely and totally safe with, she still was deeply scared. More than usual, that is.

"Who?" Whisp asked, unwrapping the towel from around her head and letting her her turquoise locks fall freely.

"V-Van Hellscream." Bonita replied.

It was like a bolt of lightning had suddenly struck Ben. With a sudden surge of strength he threw Bonita off of his lap and charged right out the doors, nearly tearing them off of their hinges as he barreled down the street, murder in his eyes; Bonita landed on Whisp, both ghouls tumbling to the floor. Thankfully, the genie's towel had managed to stay on.

"Where's he going?" Bonita asked fearfully.

"My guess is either to beat the living tar out of Van Hellscream or the chief of police." Venus replied.

"Shouldn't we stop him?" Jane wondered.

"Do we have to?" Whisp whined.

"I'm afraid we do, luv," Robecca sighed. "It's time to save Van Hellscream! Wow, never thought I'd be saying that." she added as the ghouls dashed out of the house; Whisp snapped her fingers, her regular attire materializing on her person as she chased after the ghouls.

* * *

Frederick 'Brick' Jones was a man of habit.

Every morning he always drove to his job as the Chief of Police at 8:00 in the morning with a cup of coffee to wake him up in the morning. He lived only a few blocks away from his job and always arrived at 8:15 to walk through the door, greet the secretary at the front desk, and then walk to his office where he would start his daily job at filling out paper work with the radio always tuned to the same smooth jazz channel. Occasionally, his quiet sanctuary would be interrupted by the static of his police radio and a panicked officer's voice on the other end.

Every day at exactly 12:30, he would break for lunch and always walk to the deli/cafe just a block away from the police station and always buy the same thing, a hoagie sandwich with layers of baloney, turkey, lettuce, tomatoes, mustard, and mayonnaise before walking back to the station to enjoy his meal. Occasionally, he would buy either another cup of coffee or a soft drink on his way back to the station before he then left exactly at 3:00 to go out on patrol. If it ever was a quiet day and without interruption, he would often be home by 7:00 with dinner waiting for him, hot and ready.

Sometimes, his timely schedule would be interrupted with a fracture in the keeping of the law, but Brick never found this as annoying as most would. What he found most annoying was when his day would be ruined by a report of a monster attack. The sheer thought of those disgusting, horrific, and vile beasts that he was forced to share a town with made him want to throw up his precious lunch and commit suicide, but he kept a cool and clear head in his job. In all of his years of being Chief of Police, there had only been a single time when his team failed to keep the monsters in line, which led to the current arrangement of the town being divided in two and forcing the New Salem police to keep the peace between both sides.

But what ground Brick's nerves more than the very thought of being forced to share a town with monsters, was being forced to share a town with _him_. _He _absolutely disgusted him to no end, how _he _always to be so pompous and cocky in his "job". So what if he supposedly saved his universe a few times? The very thought that _he _betrayed his own species for those hideous monsters simply because they seemed 'innocent' made him want to throw up his lunch and commit suicide.

What disgusted him even more was that _he _dared to throw away his humanity and purposely change into one of the monsters he despised so much. How someone would willingly change into something he never should have been to defend people who didn't deserve to be protected made him feel absolutely sick to his stomach. It made him want to puke up his lunch and . . . well, you get the idea.

A low tremor rattled the police station, but Brick didn't pay it any mind; there was construction being down just a street away, and such tremors were customary to hear. He ignored the low rumble and went back to his paper work, turning up the smooth jazz on his radio to block out his noise; his police radio stood upright next to the small radio, silent for the moment as Brick moved the pen back and forth across the paper, going over the latest crimes. On the back of his office door was a dart board with pictures of assorted monsters taped on each target; at the very center was none other than _his _photo, a dart in each eye and a third in his throat.

A second tremor shook the police station and Brick shifted slightly in his chair, taking the stack of papers in his hands and pushing it off to one side of his desk. With a grunt, he reached down for one of his desk drawers and pulled it open, taking an old newspaper out and setting it on the desk. He glanced over the turned page, a crossword puzzle that he had meant to finish a week ago, but never got around to finishing. There was one last word to fill in, and most people would have simply thrown the newspaper away and gotten a new crossword puzzle, but Brick made it a point to finish every crossword he ever came across, a habit formed out of boredom.

"Hmmm. 'The opposite of Heaven'," Brick read over the description of the last of the last word. Four empty spaces starred back at him, waiting to have their blank faces filled in as the Chief of Police twirled the pen around in his fingers; a third tremor rattled the base as Brick touched the tip of the pen to the first empty space, drawing two parallel lines down and a third line to connect them, forming the letter 'H'.

The building shook a fourth time, Brick's police radio falling over on its side as he continued to fill out the crossword puzzle, ignoring the radio entirely as he drew one line down and scratched out three lines that attached themselves to the first line and stretched out to the right, forming the letter 'E'; a fifth tremor shook the building and the radio fell over as the light blinked overhead and started to sway back and forth.

A sixth tremor shook the base, and it sounded like a dozen eighteen wheelers roared right past the station as Brick scrawled a straight line down and and then drew a second line to the right from the bottom, forming the letter 'L' and repeating the same motions in the last box as a seventh tremor shook the station, the entire building shaking as dust rained down from the ceiling. By the time Brick was finished with his puzzle and look at it proudly, the entire front wall of his office suddenly exploded into a cloud of dust, plaster, brick, and wood; the light overhead exploded, showering the room in sparks and plunging it into darkness as Brick was thrown out of his desk and to the floor. Cursing under his breath, Brick reached his hand into his pocket and pulled out a small flashlight, flicking it on and looking around the remains of his office.

His desk lay in splinters and pieces in the back of the room as the smashed remains of his door lay destroyed and discarded on the floor with his comfy office chair leaning against the wall, the rolling wheels smashed as the stuffing poured out from where the comfy seat was torn. Both of his radios lay smashed into bits, their small wires sparking horribly. Brick moved the tiny beam in the darkness of his office, coughing when the dust from the sudden explosion drifted into his lungs; he almost didn't see what had caused the destruction of his office.

Standing in the massive hole in the wall, his plated sides heaving in and out as his large fingers curled into even bigger fists was massive creature. His long tail swished through the rubble of the police station and his elephant-like feet snapped rafters and crushed bricks when he lumbered over them, approaching the Chief of Police. His nostrils flared as he narrowed his beady eyes, his teeth grinding against each other as his solid green eyes seemed to shine in the small beam of the flashlight. But what made Brick's heart stop was the ever familiar symbol on a green sash across the beast's chest, a sharp, black and green hourglass figure that seemed to glow brighter with the monster's anger.

With a low growl, Humungousaur reached down and curled his thick fingers around Brick's waist, easily lifting him off the floor and bringing him to eye level, his hot breath flaring in the Chief of Police's face. "Give me one good reason why I shouldn't beat your sorry ass into a bloody pulp." the Vaxasaurian rumbled, his beady eyes narrowing into green slits.

"Because I'm an authoritative figure in the community?" Brick guessed, trying to sound brave.

"Wrong answer." Humungousaur snarled before pitching Brick straight into the ground right through the tough tile of the room. The Vaxasaurian raised one of his massive feet up, as if to hammer the ignorant human at his feet down into the depths of the earth. "Try again." Humungousaur growled. "Why is Van Hellscream not currently locked away in a cell for _attempted murder_?" he put emphasis on the words as if to highlight the man's stupidity.

"Because he's a human being and not a monster," Brick groaned. "And if you swear never to use that freakin' watch of yours again, I just might let you off with a month of jail time for this vandalism."

Humungousaur bellowed and thrust a fist downwards, wrapping his fingers around Brick's head and yanking him out of the crater in his office and squeezing his hand; the pressure wasn't enough to pop the little human's head into a bloody pulp, the Vaxasaurian made sure of that, but it was more than enough to cut off his oxygen supply and make him suffer.

"Do you realize what you've done!?" Humungousaur bellowed, not even waiting for a response. "You've unleashed a monster on New Salem, that's what! And it's not the kind of monster you despise for no reason, this is a _true _monster! He will destroy ever monster in New Salem and then the world! You just doomed entire species that have been on this earth longer than you ever hope to be, and for what!? Just so you can feel safe?" the Vaxasaurian roared, clenching his fist tighter as Bricker started to struggle. "News flash, you _bitch_: the monsters don't want war. Do you think they'd want to get locked in another war with you after centuries of hiding? Don't you think they would have started something already if they wanted too!?"

Brick didn't answer as Humungousaur gave his fist one last squeeze and through him into the far wall before bending down and picking up a heavy wooden beam in his hands. "Lemme ask you somethin', _bitch_, and be honest," he growled, raising the beam over his head. "_**Does this hurt!?**_" he growled, swinging the beam down with every ounce of force he had and whacking Brick over the head; his body jolted from the strike as Humungousaur didn't twice more before grabbing hold of Brick's body and tossing in the air, swinging the beam and hitting him like baseball back into the trashed remains of the police station.

"That'll start to make up for what you've done to billions of people,_ bitch_!" Humungousaur bellowed into the darkness. "The ambulance is on its way; try to stay alive while I do your_ fucking job_!"

* * *

If Robecca had to guess what kind of place a villain like Van Hellscream might live in when he wasn't being a terror to monster kind all over the world, she would have suspected he lived in some sort of massive mansion with tall, twisting spires and sharp, iron wrought gates that you wonder whether it really was a human that lived in the house and not some sort of vampire or werewolf.

Based on her guess, Robecca was pretty darn close. It was a well known fact to all monsters the location of Van Hellscream's mansion, so that it was all the easier avoid. If a monster had to pass the mansion, they would go out of their way to walk across the street and proceed from there without walking in front of the mansion itself. Said mansion was just like Robecca predicted, with tall towers that seemed to pierce the dark clouds overhead and with tall, iron fences that were determined to keep the house safe from outsiders. A pair of stone lions guarded the entrance, two stone vampire heads between their jaws as the heads screamed in silent horror, their bodies pinned beneath the lion's paws. Robecca gulped and pushed through the wrought iron gate with Venus, Jane, and Whisp behind her, their footsteps softened by the white snow as they approached the house. The area was quiet, with nothing more than the chilling wind whistling through the bare branches of the trees to let the ghouls know they hadn't lost their hearing; a lone crow cawed from one of the trees as they made their way to the front floor, which was surprisingly intact.

This made Robecca pause; wouldn't it have made more sense if the door or, at least, part of the wall were destroyed, exposing the house's insides to the outside world? After all, reckless destruction was more Ben's style when he was in a rage. Venus urged her forward and thought was quickly forgotten as Robecca reached with a shaky hand to grab the brass knocker in her fingers; she hesitated slightly upon seeing the brass skull grinning maliciously at her, daring her to grab the knocker between its teeth. Robecca summoned her courage and grabbed the knocker in her fingers before banging it against the door, a loud noise echoing throughout the mansion.

As if at the hands of some invisible force, the door creaked open on its own, the room beyond it cold and dark. Robecca hesitated at the open door, picturing it to be like the mouth of some massive beast beckoning for her to take the bait and step between its jaws so that it could eat her; the other ghousl dared peeks past her shoulder before Whisp had finally had enough and slipped past the ghouls and into the house, waiting for a few seconds before gesturing for the other three to follow her. They did so tentatively, tiptoeing into the house as quiet as possible and freezing at the slightest of creaks; Jane morphed herself into a small mouse and took refuge on Venus's shoulder, shivering.

They crept down a long hallway with pictures and other objects hanging from the walls. Upon closer inspection, the pictures turned out to be photographs of none other than Van Hellscream standing over his many kills of the monster species; one photo showed him shirtless and standing over the corpse of a giant with nothing more than an ax in his hands; another showed him holding a trio of vampiresses with nooses around their necks, thin lines of blood dripping from their mouths where their fangs had scrapped the skin; a third showed Van Hellscream as a proud fisherman, standing next to the dead bodies of a Kraken, and a family of sea monsters, their throats slit and their skin dry and crusty; Jane promptly put her paws over her eyes as Venus attempted to keep down her lunch.

The knots in their stomachs only worsened when they realized the strange objects hanging from the walls were actually mounted trophies or various monsters, everything from werewolves and gargoyles to griffins and unicorns, all of the stuffed victims starring at the four ghouls with panic and horror forever forced into their listless eyes; this time Venus did throw up her lunch and Whisp followed suit, a foul stench filling the hallway as the combined smell of rotten flesh and exotic foods filled the air.

"Done?" Robecca asked.

"No monster should ever see this . . ." Venus gasped.

"So what, we let Heath go to town in here once we're done?" Whisp guessed, wiping her mouth.

"Don't tempt me . . ." Venus said with a small smile as they left their small mess behind and made their way down the hall, following a soft glow that came from the end of the hallway that beckoned them closer and closer. Whisp had somehow ended up at the front of the group with Venus behind her and Jane on her shoulder, Robecca taking up the rear and constantly looking over her shoulder, swearing her auditory sensors had picked up something that contradicted their isolation.

"Does anyone else get the feeling that we're being watched?" Whisp suddenly asked.

"Oh, good. I'm not imagining it." Robecca breathed with relief.

"Somehow, that doesn't make me feel any better." Whisp sighed as they came to a stop at slightly ajar door; a bright, flickering light from behind the door beckoned them closer, appealing to their sense of curiosity and sense of wonder. Whisp gulped and pressed herself against the door, her back just barely scraping the back of it as she peered her head through the door. The other ghouls craned their necks, desperate to try and see what was the cause of the soft glow that had caught their attention. Suddenly, something grabbed Whisp by the head and yanked her into the room, screaming at the top of her lungs as the sounds of a brief struggle came from the other side. The other three ghouls scrambled over each other in desperate attempts to get away and find help when another arm reached from beyond the door and grabbed hold of Venus's leg, yanking her to the ground as she screamed and clawed at the wooden floor with her nails.

"Venus!" Jane cried as a feeling welled up in her. It was a hot, angry feeling that roughly shoved aside all set of logic and reason, threw out every last shred of humanity and instead replaced it with the red hot, fiery fury of an animal fighting to protect its mate. A deep, guttural growl rose in the back of Jane's throat as she snarled and pounced upon the arm; light purple fur sprouted all over her body, covering every inch of her as her clothes started to vanish into thing air. Darker patterns etched themselves over the fur, becoming long stripes of varying lengths and thickness as a long, striped tail sprouted from the base of her spine. Muscles piled themselves over her back and legs, her toe nails ripping through her shoes as they became wicked claws. Her arms shifted into front legs, her fingers shortening into pads as razor sharp claws grew from her fingernails. Her skull ground and crushed as teeth ripped themselves through her gums, barely even fitting into her mouth until her head caught up with the rest of her. Her shoulders became massively muscled as her lavender eyes turned a solid gold with a deadly, black slit for an iris, whiskers sprouting all over the front of her face, completing the transformation.

The owner of the arm yowled in pain as a Bengal tiger sank its teeth through his arm, digging her claws into his skin and drawing deep, crimson lines across the pale skin. Venus kicked her leg free as Jane was dragged into the room, the sounds of a second struggle echoing off the walls as Robecca and Venus fled as fast as they could, enraged roars and angry yells bouncing off the walls.

And then they stopped.

Robecca and Venus didn't dare look back, they just kept on running as fast as their legs could carry them down the hall of gruesome trophies that seemed to follow their every move and then taking a turn down another hallway before racing up a flight of stairs and to the second floor, racing through the hallways, only to encounter more and more trophies from Van Hellscream's grim hobby. Robecca suddenly activated her rocket boots upon seeing the trashed and deactivated remains of an android mounted on a stand at the end of the hall and scooped Venus up in her arms, bouncing all over the walls like a crazed pinball of doom before suddenly going flying over the railing that overlooked the grand living room and crash landing into a stuff minotaur over the large mantle.

"Somebody get the number on that truck . . ." Robecca groaned, rubbing her sore skull.

"I don't know about any truck, but I do know that I've struck gold." a feminine voice purred.

"Wait, I recognize that voice . . ." Venus said fearfully.

"Yes, 'tis I, Lilith Van Hellscream!" the voice announced dramatically, a girl stepping into Venus's view. Wore a leopard prints jacket over a white T-shirt and tight, khaki pants that showed off her curves with knee-high black boots that were undoubtedly made out of dragon skin. A black choker was strapped around her neck and a monocle was positioned in front of her left eye with her dirty blonde hair pulled back into a low ponytail. A dark brown belt was strapped around her waist with a red sash that had about a dozen bullets stuffed into the pocket. To make matters worse, she was brandishing a very sharp sword that was undoubtedly borrowed from her uncle's collection.

"Well, what do we have here? A couple monster gals in famous uncle's mansion?" Lilith purred, shining the gleaming weapon as she stood over Robecca and Venus. "You be a nice addition to my collection."

"I thought you done with that stuff!" Venus protested. "Or, at the very least, not want to kill us!"

"True," Lilith admitted. "I have to come terms that not

all monsters are bad, but I've made it a point to either match or outdo my uncle's collection of many monster trophies," Lilth gestured grandly to the many gruesome and stuffed trophies of sea monsters, werewolves, basilisks, and dragons. "At least one of every monster. And I don't have a robot or plant monster in my collection yet."

"You are sick!" Robecca exclaimed.

"Oh, don't you worry," Lilith said in an eerily calm voice. "You'll get to live a while longer. You two are simply the bait for more . . . deserving prey."

"What are you . . ." Robecca wondered before realization crossed her face. "You can't mean . . ."

"The same," Lilith grinned maliciously. "Imagine, having a monster in my collection that my uncle doesn't. And if he's good enough, I might keep him as a pet . . ." Lilith trailed off with a sick and seductive smile on her face.

"I don't think so, you sick freak!" a deep growl reverberated through the living room. Lilith turned around just in time to be tackled to the ground by Blitzwolfer, the both of them sliding across the polished wooden floor and crashing into a glass case display of petrified gorgon head with the eyeballs removed for safety.

"Ah, like fly drawn to honey." Lilith grinned as Blitzwolfer pinned her shoulders to the floor and her legs with his taloned feet.

"What are you talking about?" Blitzwolfer snarled.

"Careful, Ben!" Venus warned him.

"What's she gonna do, make me roll over and play dead?" the Loboan growled.

"Oh, we'll have plenty of time for that later," Lilith purred. Before Blitzwolfer could ask what that meant, the girl retched one of her arms free and struck him in three precise places on his neck and chest. The Loboan immediately seized up and slumped to the ground, unmoving as Lilith crawled out from underneath him and stood up, dusting herself off.

"What . . . did you . . . do to me?" Blitzwolfer groaned.

"Minotaur Death Grip," Lilith replied, taking her sword back in hand. "While most affective on those maze lumbering idiots, it works on all manner of monster."

"Yeah, but I ain't no monster!" Blitzwolfer bellowed, managing to roll over onto his back and slap the Omnitrix. A green light washed over his shaggy form, injecting him with a new set of DNA. His skeleton ground and crunched until he was only a third of his original height, his skull cracking as three fin-like growths split out from the bone, two pairs of fleshy growths appearing on either side of his face as his eyes turned wide and fully green. His arms only became slightly more muscled than before, widening into long claws as two metallic knobs appeared on his arms. A green and black jumpsuit with black patches on his ankles and under arms appeared on his body as a black belt with three knobs materializing on it. His skin turned a pale white as his toes were reduced to three, cat-like toes as the Omnitrix appeared on his forehead.

"Time ta split!" Ditto cried happily, quickly dividing himself into a dozen clones. Lilith blinked, stunned for a second, before she recomposed herself and gave chase after the little horde of Splixsons as they all ran in one small mass towards the stairs that led to the second floor, yelping and screaming with fright as Lilith swung her sword in wide arcs above their heads.

"Dude! What's with the crazed swordswoman!?" one of the clones asked.

"Don't ask me! He was here first!" the clone cried, jerking a thumb at a third clone.

"Uh, guys? We got bigger problems!" a fourth clone roared, ducking just in time to avoid a swipe of Lilith's sword. The other eleven clones erupted into another fit of panicked screams and hollers as they all made their way to the top of the stairs and each one grabbed hold of the carpet at the top as Lilith made her way up the final set.

"See you next fall!" the clones all cracked at once as they yanked the carpet out from under the monster hunter's feet and sent her tumbling down the stairs, screaming.

"Alright! Woo-hoo!" the twelve little Splixsons cheered, high fiving and chest bumping each other only to be interrupted by a sound that could only be described as a severely irritated dog. The clones all turned to see Lilith dragging herself back up the stairs, sword clutched tightly in her hand an extremely pissed off look on her face.

"Uh, that wasn't too smart, guys." one of the clones turned to the others.

"It was his idea!" all the clone blamed another clone at the same time jerking their thumbs at the poor Splixson.

"Woah! Run for it!" the clone screamed, scampering down the hall with the others in pursuit as Lilith sneered at them and gave chase, sword raised above her head like a maniac. The Splixsons all quickly ran down a hallway with many doors lining the sides and quickly split up, each Splixson taking one of the doors and diving into the room beyond before slamming the door shut. Lilith came to a halt in the hall of doors, lowering her blade for a second to try and decide which door to go through.

A door suddenly opened up behind her and she turned to see a pair of Dittos came scurrying out and enter through a door across the hall. The monster hunter grinned and crept up on the door, setting a hand on the knob and tightening her grip on the handle of her weapon before jerking the door open, expecting to find two little Splixsons cowering at her feet.

Instead, she found nothing but a pair of her uncle's old hunting boots.

With a growl of frustration, Lilith slammed the door and turned to another, yanking it open and expecting to find the Splixsons inside; the door only opened up to a grand bathroom. Lilith frowned and slammed the door shut just as another door opened up farther down the hall with a trio of Dittos scampering out and up the hall to another door, slamming it behind them. Lilith frowned and ran to the same door, just as the previous door she had been at creaked open and a single Ditto came running out and into the door across the hall.

Lilith watched as several more doors opened up around her with even more Dittos running out and between them, somehow managing to reappear in other rooms and doors and utterly driving her insane. With a scream of frustration, she yanked one of the doors open and ran inside, slamming it shut behind her before pulling it back open and finding herself farther down the hall as more Splixsons ran between the doors.

"Ain't we stinkers?" a clone quipped with a mischievous grin on his face before diving through another door and reappearing in the door directly next to it. Lilith watched the utterly maddening scene for a few more seconds before charging across the hall and into the room beyond, reappearing in the door she had previously had been in. Fortunately for her, there happened to be about half a dozen Ditto clones located directly behind the door. With a sadistic grin on her face, she slammed the door behind them, diving to the ground in the hopes of tackling one of the Splixsons; all the clones quickly jumped out of the way and pushed the door open, appearing in another door on the clear far end of the hallway and running back out, slamming the door shut behind them and scurrying away from the insanity inducing hall of doors; Lilith reappeared in the door farthest down the hallway, barreling after the Dittos like an escaped mental patient.

"Was that smart?" one Ditto asked a clone.

"Probably not," the clone shrugged. "But man, was it fun!"

"Got that right!" the previous clone grinned, high fiving his identical brother as a familiar beeping sound met all twelve Ditto's's ears.

"Uh-oh." all the Splixsons whimpered as a green flash of light consumed them all, molding them all back together into a single figure.

"Finally!" Lilith cried, skidding to a stop down the hall. Ben frowned and slammed a hand down on the Omnitrix, fully expecting the watch to turn him into Rath, Diamondhead, Bloxx, or even Walkatrout. He expected to feel that rush he always got when his body was growing or shrinking, expanding or thinning, gaining limbs or losing them, receiving new powers and abilities that made him all but invincible.

Only this time, there was no changing of his shape into something grand and new. He was still ordinary Ben, trapped and cornered in a hallway by a crazy teenage girl brandishing a sharpened sword and an insane look in her eye that made him fear for his body; if Blitzwolfer's ears had heard correctly, this girl wanted to do things with him that every boy wanted to do but never had the courage or stupidity enough to it with a girl of any degree or species.

"I've been waiting a long time for this," Lilith snarled, lowering her sword slightly. "Imagine my surprise when I read that Vondergeist girl's blog and found out that all the heroic monsters all over town just happened to all be the same kid with a fancy watch on his wrist."

"Is there a point to this, or are you trying to bore me to death?" Ben cracked nervously.

"Silence!" Lilith snapped. "Anyways, my uncle became rather obsessed with finding these heroic monsters, never even bothering to check and see if any other monster had any information about them. It wasn't until he paid the bail for your witch friend that he found out who those monsters were. He never told the reason for his new obsession, but I had my own little secret. I knew who you were before he did, and I knew what you could do; I like what I see." she purred, lowering her blade all the way and pressing her body against Ben as he flinched.

"Uh, I'm flattered and everything, but I already have a ghoulfriend," Ben laughed nervously.

"I know," Lilith said seductively. "A shame you have to settle for monster women when you could have a real girl." She had now dropped her sword to the floor and had wrapped her arms around Ben, pulling him close as she pulled out her monocle.

"Okaaaay, getting really uncomfortable here!" Ben whimpered nervously.

"Allow me to make you comfortable." Lilith purred, taking Ben's face in her hands and putting her lips to his. Ben tried to twist his face away and break free, but Lilith was stronger than she looked and held him firmly in place, forcing her tongue between his lips and sliding her hands under his shirt, tracing them over his rock hard muscles; it made her nearly collapse from pleasure she pressed her body against his, firmly grabbing one of his hands and shoving it up under her shirt and to her breast while she took the other hand and planted it firmly on her ass; she forced Ben to continue by threatening to painfully bite his tongue while they kissed, a warning that worked rather well in her favor.

"Ooh, such strong hands." Lilith moaned, parting the kiss for a moment as Ben massaged her breast. She then unbuttoned her leopard print jacket and let it drop to the floor as she lifted her shirt up, exposing a rather frilly, purple bra that surprised Ben; everything about this girl so far had made him believe she was a cold-blooded killer. To see something that girly on her was a shock to him. So shocking, that he didn't even resist when Lilith kissed him again, forcing Ben's hand between her cleavage as she let her tight khaki pants fall to the ground so that he could get a firmer grip on her ass.

The ghouls are gonna kill me when they see this, Ben thought as Lilith moaned and pleasured herself, beginning to grind her nether region against Ben's.

"Ben! Ben, where are-" Venus stopped shouting and starred at Lilith and Ben, the former completely oblivious to Venus and Robecca as the later gave them a pleading look as he continued to work Lilith against his will.

"Oh, Sphinx she didn't!" Venus shouted angrily, grabbing a dragon's samurai sword off the wall. "Prepare to die, whore!" Venus swore as loudly as possible as Robecca's eyes widened upon seeing her friend and lover in such a state.

"Uh, don't you think that's a bit much?" Robecca ventured.

Venus glanced between Robecca and the sword, then between the sword and Lilith, before glancing at the sword again and tossing it over her shoulder. She then grabbed an ogre's club off the wall and quickly grew a network of thorny vines across its surface. "Thanks. Wasn't thinking clearly."

"That wasn't what I had in mind." Robecca sighed.

"Whatever. Once I'm done, the doctor won't know which end to sew her disgusting lips back on!" Venus exclaimed, just as something small and sharp shot through the air and plunged itself into her neck. The plant monster pulled the small object out to find it with a small dart of some kind, the very tip a tad darker than the rest of it, as if it had been dipped in something.

"Huh." Venus shrugged before she suddenly slumped to the floor unconscious with the thorny club falling out of her fingers.

"Venus!" Robecca cried, stooping down to get a good look at her ghoul and try and wake her up. A sudden wave of water struck, pushing her a few feet away from Venus and soaking her to the core. "Hey, what's the big idea, you wanker!?" she growled at Van Hellscream as he held a suspicious bucket.

"Restraining you filthy creatures, that's what," Van Hellscream grinned maliciously as Robecca attempted to charge and strangle him by the throat; instead, she found she couldn't move an artificial muscle, the water having seeped deep within in her and rusty her gears and joints to the point where she could barely move without setting off some horrifying screeching; and even then, her movements were limited.

"Lilith, you know I don't approve of your methods of restraining such a foul creature," Van Hellscream gestured to his niece and Ben with a stern look.

"Finally, someone with some sense," Ben muttered. "And who are you calling foul?"

"Uncle, I can't help how I feel about him! Even if he can turn into a horrific monster, he's still adorable!" Lilth protested, planting a kiss on Ben's cheek.

"Help me." Ben pleaded to Van Hellscream through gritted teeth.

"Oh, I'll help you," Van Hellscream frowned as he bent down to heave Venus over his shoulder and Robecca over the other as she gave him the mother of all glares, her lips too rusted to move and form any of the very nasty words that were buzzing around in her head. "By taking that abomination off of your wrist."

"Excuse me?" Ben growled only to hear a loud metal clap. He looked down at his hands to see them tightly secured within a pair of handcuffs, making any access to the Omnitrix unavailable. "Great." he frowned as he was led away by a still half-naked Lilith.

"I would have allowed you go further you know," Lilith purred, leaning into his frame.

"This day just keeps getting better and better." Ben grumbled sarcastically as he and the Hellscreams trudged down stairs.

* * *

Sirena smiled as she pumped her tail faster and faster, shooting through the water like a guided missile before she suddenly broke the barrier between sea and space and leaped out from the pool and high into the air, tucking her body into a ball and flipping once, twice, before landing on top of the diving board with ease, much to the cheer of the crowd.

"Unbelievable! Sirena Von Boo just pulled off a double somersault in reverse!" the announcer's voice was music to her ears as she appealed to the crowd that had gathered to watch the swim team. She smiled and waved at Avea and Neighthan as they cheered her on, Bonita's absence leaving the hybrid a little confused. She ignored the small feeling however as she placidly moved her tail up and down to keep her place, glancing down and smiling when she saw the fearleading squad shout their approval.

"M-O-N-S-T-E-R! Monsters, monsters, yes we are!" Frankie, Clawdeen, Draculaura, and Cleo cheered; the four judges gave Sirena full points as the fearleading squad continued to cheer and entertain the crowd.

"Once again, thanks to Monster High's aquatic superstar Sirena Von Boo, it looks like the Plankton Prep diving team is all but sunk!" the announcer continued as the coach grumbled under his breath and threw his clipboard to the ground; his three best students, nothing more little octopuses and cuttlefish all hung their heads, one of them holding up a little white flag in surrender.

"Cheers, mate!" Lagoona smiled at Sirena as she climbed the diving ladder that nearly all the way up to the ceiling; the diving team meets would normally have been held outside, but due to the freezing temperatures, and the fact that the Monster High Yeti hockey team was using the pool as an ice rink, the meet had been moved in doors where it was far warmer. With a deep breath, she walked to the end of the diving board and glanced down at the water down below, feeling every bit as confident as Ben normally felt on a regular day.

The thought made her hesitate for a moment, bad memories drifting back to her. She remembered reading the letter from her future self that probably no longer existed and thanked Poseidon that she had listened to herself; but that didn't mean things were okay. Ben had strictly avoided talking or interacting with her for a week straight, all but forcing her to hang out with Gil. She supposed Ben had probably done that out of courtesy to help cement her relationship with Gil, but it hurt a little that he wasn't there to cheer her on or participate in the meet; it turned Ripjaws was an excellent diver.

With a final deep breath, Lagoona glanced back at the waiting crowd and saw Gil give her a reassuring wave before blowing a kiss to her. The gesture made her cheeks flush pink as she turned on the diving board and bent her knees before throwing herself backwards and curling herself into a tight ball that plunged all the way down to the pool with a loud splash!

Rochelle sighed glumly as she watched Lagoona plunge into the water, oblivious to the loud cheers of approval coming from her fellow classmates. She was so focused on watching Lagoona swim and splash about with grace, she hardly noticed Twyla suddenly shift out of Manny Taur's shadow next to her.

"Hey, Rochelle. Rock, paper, scissors?" the Boogey girl pressed lightly. "One, two three!" she counted down, throwing a paper as Rochelle unconsciously curled her hand into a fist. "Paper beats rock." Twyla gave one of her rare smiles before noticing the gargoyle's gloomy expression on her stony face. "Oh, I totally thought that would crack you up." Twyla said apologetically.

"Ooh! Pardon! Sorry, Twyla." Rochelle apologized, finally noticing her Boogey friend. "I was just wondering what it is like to do that." she gestured vaguely towards the pool as Lagoona crested out of the water like a dolphin before shooting back up onto the side of the pool with a slight bow.

"Oh. I guess gargoyles can't swim, huh?" Twyla said quietly.

"No, I'd sink right to the bottom." Rochelle sighed. "But I bet it is amazing."

"And up next, Cali Marie, diving for the first time for Plankton Prep." the announcer said politely as a trembling little octopus peeked nervously over the side of the diving board, scared out of his wits. The little octopod quickly steeled his nevres and hopped over the side, screaming as he fell into the water below with a painful splash; Rochelle and Twyla winced as all but one of the judges gave the poor little cephalopod a poor score.

"Okay, story, I need a story." Spectra muttered to herself as she flew over to Abbey and Hoodude, who both shook their heads. "Just one story!" she practically begged Catrine DeMew; the were-cat sadly shook her head before returning her attention to the meet as Spectra desperately flew down towards the Fear Squad.

"Ghouls, who's got a story?" Spectra asked the fearleaders. "I've got the need for for leads! Give me the gossip, gossip, gossip!" she practically begged Frankie, Ghoulia, and Cleo.

"Whoa."

Spectra paused and zoomed over to Clawdeen, excitement in her eyes. "Ooh! Got a scoop!?" she asked the werewolf.

"Whoa, whoa, whoa! Slow down, Spectra. What's the matter?" Clawdeen asked her ghostly friend.

"I'm trying to come up with something new to post to the Ghostly Gossip and I've got nothing!" Spectra sighed with exasperation.

"Well, what about Ben?" Frankie wondered. "I'm sure something cool and excited has already happened to him."

"That's just the thing," Spectra sighed. "Ben and his adventures always makes for a good headline, but I'm already starting to lose a few readers! If I don't get something new, my blog will go

poof!"

"Aiiieeeeeeyyyahahaahhhh?" Ghoulia moaned.

"Ghoulia's right," Cleo agreed. "Isn't that a bit far fetched?"

"No, no it's not!" Spectra protested. "It's been nearly two weeks since my last blog update and my readers are getting very impatient."

Don't worry, ghoul friend," Clawdeen reassured her as Spectra massaged her aching temples with pencil and notebook in hand. "I've got your back. After this meet is over, I'll help you find a good story. No, a great story! I promise," the werewolf told Spectra. "We'll only use Ben as a last resort, okay?"

"That is so sweet, Clawdeen. How come you're always there for me?" Spectra smiled with relief.

"That's what ghoul friends do." Clawdeen grinned.

Spectra gasped. "I'm gonna go check with the ghosts. Maybe they've heard something." she thought out loud, glancing towards the bleachers as she left Clawdeen and the fearleading squad to swoop up in front of Operetta and Scarah. "You've got to have a story for the Ghostly Gossip, right, Operetta?" she asked the two ghouls.

"Ooh, let me see," the phantom thought. "Okay, Manny and Iris broke up then they got back together. And then they-"

"Old news." Spectra interrupted. "I need something fresh!"

"Oh, I heard Mr. Hack bites his toenails." said Johnny Spirit, phasing through the bleachers between Operetta and Scarah as he slicked back his greased hair; he wore an open leather jacket with a black and white horizontal stripe shirt underneath and a pair of faded black jeans.

"Ew! Johnny Spirit, I said fresh, not gross!" Spectra scolded the bad boy.

While Spectra was desperately searching for a story, any kind of story that might save her blog, Toralei was not having a good time. While everyone else sat back and watched the swim team win another easy victory against Plankton Prep, she was watching the fearleading squad with disdain. It seemed so unfair that they got to appeal to the crowd and be showered with cheers and applause while she was forced to watch from the sidelines, but most people never saw it that way.

"Hey, Toralei, got any news for my blog?"

Toralei narrowed her eyes as Spectra drifted over to her, her expression much like that of an excited kid waiting to find out what they got for their birthday. "Here's some news," Toralei meowed with annoyance. "You cheat on one essay in Creative Frightening class and you get suspended from Fear Squad for an entire month!" she whined as Clawdeen did a triple back flip for the crowd.

"Actually, Spectra, I do have some gossip." the were-cat grinned mischievously, Spectra's gloomy face turning into one of utter delight. Toralei beckoned her closer and she leaned in, listening with excitement as Toralei whispered her the story of the century to her.

"I have my story!" Spectra exclaimed happily before zooming off to get down to work.

"Alright, ghouls, a perfect pyramid ought to knock 'em dead!"

Toralei grinned and turned to look down at the Fear Squad, casting Clawdeen a friendly wave; the werewolf returned the gesture with a confused and dreaded look in her eye. Whenever Toralei was actually being nice to someone, it was never good for anyone except Toralei. The were-cat grinned as a loud beeping noise made its way through the crowd, signaling that her plan was about to come into action.

"Spectra's got a new blog, everybody!" she heard Heath exclaim happily.

"Hurray!" Hoodude cheered, waving his two foam fingers in the air.

"New post on the Ghostly Gossip," Twyla smiled, taking out her iCoffin and powering it on to read the latest update as Rochelle did the same.

"Take care, loyal readers. This reporter just got a hot tip that the werewolves of Monster High have fallen victim to an outbreak of . . . were-fleas!?" Rochelle exclaimed, not quite believing what she had just read. "Ew!" she glanced up from her iCoffin to see the packed seats around werewolves like Howleen and Clawd suddenly clear out as if a bomb had been dropped.

"Oh, dear, were-fleas! Better steer clear of the werewolves!" Toralei faked innocence.

"Clawdeen, you have were-fleas!?" Cleo coiled in disgust as she and Frankie positioned themselves just so on Clawdeen's open hands with Draculaura balancing precariously on their shoulders.

"Excuse me?" Clawdeen snarled.

"Cleo! Stop shaking!" Frankie begged as they startled to wobble.

"What's going on down there!?" Draculaura wondered as they stumbled closer and closer to the edge of the pool.

"I do not have were-fleas!" Clawdeen snapped. "That's not even a thing!"

"Stop! Stop! You're gonna make us-" Frankie started, but it was too late. With a tremendous splash! all four ghouls tumbled backwards into the pool, sinking down for a few feet before resurfacing, gasping for breath; Toralei smiled maliciously, her plan having fully worked. To make matters worse for the wet ghouls, they were suddenly given a massive electric shock from Frankie as she climbed out of the pool, making every hair on Clawdeen's body stand on end.

"Sorry." Frankie apologized, bending down to help Draculaura out of the water; the vampire kindly declined the offer and pulled herself out.

"I think I need to talk to Spectra." Clawdeen frowned as she pulled herself out onto the edge of the pool and giving herself a good shake to get the water out of her fur. "Ah! Don't even think about it!" she scolded a little piranha as it jumped out of the pool and tried to take nibble out of her boots; the piranha surrendered and fell back into the pool, grumbling under its breath.

* * *

"I have to commend you for you efforts, dear boy," Van Hellscream said as he, Ben, and Lilith strolled down his hall of many trophies. "If only you used that device of yours for good instead of evil."

"And saving lives is evil?" Ben frowned as Lilith leaned into his frame, her breasts nearly flopping out of her bra as they moved; Ben cringed and tried to keep his vision straight ahead and at van Hellscream's back, where Robecca was glaring at Lilith and Venus was currently drooling in her sleep.

"When they are monster lives, yes," Van Hellscream sighed as they walked through the door at the end of the hall and into a study of some kind. A bookshelf that reached the ceiling lined one wall, its shelves stacked with varying books of different monster species with basilisk skulls acting as book keepers. A roaring fire sat in the middle of the wall adjacent to the bookshelf, casting a bright glow in the dim study with a large, comfy arm chair sat right in front of it. On top of the mantle were stuffed gargoyles and imps with a grand picture of Van Hellscream fighting off a Kraken with only a harpoon and a tiny dingy above the fireplace. The monster hunter moved past his chair and up to the mantle, shifting the weight on his shoulders to grab the base of one of the stuffed gargoyles and turn it a sharp ninety degrees to the left; a low rumbling sound met Ben's ears as the wall next to the fireplace shook and shifted before opening up to reveal a secret passage to parts unknown.

"Not like I didn't see that one coming." Ben grumbled.

"Aww, aren't you the smart one! Brains and brawn! I think I found my soul mate!" Lilith cooed, kissing on Ben on the cheek as she rubbed her bare hips against his; Ben shivered and walked after Van Hellscream as they descended down the hidden staircase to a secret room in the bowels of the house. Torches held in Cyclops skulls sat in small alcoves in the wall, lighting the way and giving the hallway a creepy air; Ben nearly jumped when he heard the hidden door slam shut behind him.

Lilith still seemed to sense his anxiety and gave his hand a reassuring squeeze. "Don't you worry, hot stuff," she purred. "Once we're done down here, you'll back to normal and never have to see these vile, disgusting creatures again." she gestured to Robecca and Venus.

"But I do want to see them again!" Ben protested.

"Oh, you will, dear boy," Van Hellscream chuckled darkly. "These two will make a nice addition to my collection."

"I found them first, uncle! I have dibs!" Lilith argued.

"Of course," Van Hellscream nodded. "It's you haven't been able to keep up in your hunts."

"It's not like I can just waltz into Monster High and shoot up the place, uncle," Lilith frowned. "Even the New Salem police draw a line at that."

"Unfortunately." Van Hellscream agreed as they entered a wide, circular room with smooth, stone walls. Three rows of shelves lined one side of the circular room while a row of chains hammered into the wall sat on the opposite side; it was here that Ben saw Jane hanging by her wrists from the wall, unconscious with a needle attached to an IV jammed into her arm. But what caught Ben's attention the most was the large device built in the middle of the room. It was taller, the pointed spire just barely touching the ceiling of the room with three large disks that got wider as they went down the machine encircled the middle rod. Three large orbs that crackled with energy were jammed onto the top spire with the wide base being open and operational. What scared Ben the most however was that a hatch was open in the machine, wires attached to suckers fastened onto a small jar. Inside the jar was Whisp, silently screaming and banging on the walls of her glass prison as she trembled and shook with agony.

"Hard to believe that monsters as powerful as genies can easily be trapped by jars and lamps," Van Hellscream mused as he cuffed Venus and Robecca to the wall next to Jane. "What's even better about them is that they make a wonderful power source."

"You're a monster!" Ben yelled, tearing his grip away from Lilith

"Been called worse," Van Hellscream shrugged. "But if it's monsters you are worried about, worry no more." he grinned evilly.

"What's that supposed to mean!?" Ben snapped.

"This device," Van Hellscream began, gesturing to the large machine in the center of the hidden basement. "Is in short a DNA Annihilator. With it, I can eradicate any species of my choosing from a certain location. And I intend to finally rid this town of monsters." he growled, clenching his fist.

"You can't do that! They're people too!" Ben protested.

"No, no they are not, dear boy. I thought you of all people would know that." Van Hellscream shook his head.

"Yes they are!" Ben argued. "They think! They feel! They love! So what if they have fangs or claws or wings? They're just like you!"

"Except they kill," Van Hellscream said darkly. "For thousands of years, humans have had to live in fear of monsters, constantly hiding in the shadows and locking their doors for fear of being taken by a werewolf or vampire. They had to make sure their livestock and children were nice and safe, for fear that a dragon or a troll might snatch them away. In short, monsters are nothing but trouble."

"So lets say I let you use your machine," Ben growled. "How are you going to collect the DNA of every monster in New Salem? Even you are bound to miss some."

"Simple, really," Van Hellscream smiled, walking over to Jane and taking her unconscious face in his hand. "You friend here is one of a kind, dear boy. Shape-shifters are the origins of all monsters, harboring the building blocks of every monster imaginable. Have one at your fingertips, and you can do anything." he grinned.

"And what about me? The Omnitrix doesn't come off." Ben frowned at Van Hellscream.

"I'm sure it's nothing a little surgery couldn't fix." Van Hellscream waved it off. "Now Lilith, if you would be so kind as to at least cover your womanhood and take care of guest?" the monster hunter asked his niece as he walked over to the control panel and input a few more commands. Lilith grinned and shoved Ben over towards the wall, unlocking the handcuffs and quickly slipping off his sweatshirt before pinning him against the wall and shackling him to it. "Don't worry, hot stuff. It's almost over." Lilith smiled as she slipped Ben's sweatshirt over her delicate frame, the sweatshirt just barely reaching her thighs.

Ben gritted his teeth and struggled against his shackles as Lilith strolled away a few feet, shaking her ass for Ben to watch as she purposely bent over so he could get a good view of her violet panties, and grabbed a wrench in her hands. Ben stopped struggling, curious as to what the monster hunter was up to as she snuck up behind her uncle, the wrench behind her back.

"Now, shall we dispense with that vile device on your wrist, Tennyson?" Van Hellscream turned around as the machine began to hum to life, a loud whine filling the air. With a battel cry, Lilith swung her wrench, aiming for Van Hellscream's head; the monster hunter easily caught with his hand and retched the weapon out of her grip.

"You'll have to do better than that child," Van Hellscream frowned as he shoved his niece to the ground.

"I have," Lilith smiled maliciously. "Hot stuff?"

"I have a name you know!" Ben protested. "And what am I supposed to do!?" he yelled as he suddenly heard a

click! He glanced above his head to see that his wrists were free of the cuffs, a tad red around the wrists. "Oh. I get it." he grinned as he quickly turned on the Omnitrix and slapped the activation button, a green light washing over him and changing his DNA. A short layer of gray colored fur sprouted all over his body, leaving only his hands and feet bare as his ears rotated to the top of his head, becoming long and rodent-like in appearance. A loud cracking sound filled the air as Ben's bones ground and shifted, a long, rat-like tail sprouting out from the base of his spine as sparse hairs sprouted out at random points on the new appendage. His toes melted into three claws, his heel pushing out behind his new feet to form a fourth toe; Ben's face bulged outwards slightly into a rodent-like snout, a few stray hairs forming a small goatee of some kind his arms swelled and his chest bulked up with muscle. A thick mane of razor sharp quills grew from the back of his thick neck as a pair of black pants, black tank top with a green stripe down the front, green cuffs, and black, fingerless gloves materialized on his body. The final piece of the transformation was the addition of a green belt with the Omnitrix on it around Ben's waist.

"Oh, this guy again! So soon?" PorcuPain wondered as he glanced over himself. "Eh, no matter." he shrugged before curling up into a spiked ball and launching him self at Van Hellscream. The monster hunter easily sidestepped the attack as the Espigilagisapien bounced off the machine and came hurling back at him, uncurling himself and raising his claws as he tackled Van Hellscream to the ground.

"Get off of me, you horrific creature!" Van Hellscream snarled.

"Look who's talkin', bub!" PorcuPain shot back as his claws tore through the monster hunter's jacket.

While the two rolled around on the floor in a struggle, Lilith took the opportunity to run over to the prison wall and unlock the shackles that held Venus, Robecca, and Jane in place as she yanked the needle out of the shape-shifter's arm and broke a can of oil over Robecca's metal frame.

"Sorry! No time to be precise!" she apologized as Robecca began to move again.

"Give me one good reason why I shouldn't hurt you right here and now." were Robecca's first words as she slowly began to move her stiff body parts.

"Because I'm helping you escape!" Lilith replied as she rushed over to the humming machine and plunged her arm into the control panel, curling her fingers around the jar holding Whisp and promptly getting the shock of her life. "AAAGGH!"

"Didn't see that coming, did you, luv?" Robecca smirked.

"Karma, if you ask me." PorcuPain piped up before Van Hellscream through him off of him and to the floor.

"So. Betrayed by my own flesh and blood," Van Hellscream snarled, climbing to his feet to glare at his niece.

"So it would seem, uncle." Lilith frowned, not the least bit intimidating when she hardly had any clothes on to cover her person. "The monsters may offend at times, but they are really no different than us."

"That's what they want you to think!" Van Hellscream bellowed, charging at Lilith and knocking to the ground before swinging around to slug Robecca in the face and making her stumble back.

"Hey! Hands off, bub!" PorcuPain growled, jumping to his feet and pouncing on Van Hellscream's back as he attacked his niece, striking her repeatedly with his fists as she tried to fend him off with every last bit of monster training she had absorbed after living alongside her uncle for so long; this did not mean she was very skilled at it though. PorcuPain screeched and dug his claws into Van Hellscream's back, tearing through his coat and into his skin and tissue, daring to suddenly bite the back of his neck with his teeth.

"AGH! You little-" Van Hellscream cried as he grabbed the Espigilagisapien by his rat-like tail and hauled him off of his back and throwing him into Robecca; Venus and Jane still remained oblivious to the world, though the plant monster was starting to stir.

"You will pay dearly for this treachery, Lilith." Van Hellscream snarled, drawing back a fist and punching his niece in the throat before boxing her ears and slugging her in the face, a loud crack! echoing throughout the chamber as Lilith's nose was broken.

"That's far enough, bub!" PorcuPain snarled, arching his head forward as he crouched on all fours and launched a small volley of spikes at Van Hellscream. Every one of the spikes hit its mark, dotting Van Hellscream's torn coat and exposed skin as he continued to punish Lilith, his movements becoming slower and slower with each passing second before he collapsed and fell into unconsciousness.

"Wasn't that a bit much, luv?" Robecca asked as PoruPain breathed heavily to catch his breath.

"I thought I could calm him down enough to at least listen to reason," PorcuPain explained as the Omnitrix timed out and returned Ben back to the world. "I might have overdone though."

"Uh, Ben? We've got bigger problems!" Robecca pointed at the towering machine as the three orbs on its top began to crackle and spark with electricity, the ray nearly ready to fire; Ben could now hear Whisp screaming in pure agony from within the jar.

"Don't worry! Feedback's got this!" Ben exclaimed, turning on the Omnitrix and selecting the Conductoid icon before slapping the activation button and relaxing as the green light washed over him. His bones ground and crunched as he was shrunk down to a height of only two and a half feet tall as his skin turned a smooth, blood red in color. A thin, spaded tail snaked out from the base of his spine as his fingers grew longer and his nails grew sharper. His eyes widened apart slightly as his nose suddenly jutted out at a comical, almost ridiculous, length. His ears became larger and slightly bat-like before becoming spiked as his toes melted together into three digits, his heel grinding against his foot before becoming a small spike. He became slightly obese as spikes formed on his chin and the corners of his eyes as a green and black aviators outfit materialized on his body, complete with a white ascot and a pair of goggles strapped to his head. The Omnitrix appeared on his belt, completing the transformation.

"Jury Rigg!? Are you kidding me!?" the little gremlin roared with frustration before realizing something. "You know what? Never mind! AHAHAHAHAHAHAHAHAHA!" he cackled as jumped into the open hatch of the machine and easily snatched the jar with Whisp inside without getting shocked and tossed it over his shoulder as he went to work; the jar shattered on the floor behind him, and Whisp returned to her normal size, trembling as she rubbed the aching burns that dotted her body. From within the machine, Jury Rigg worked, tossing out an alarming amount of wires and chips as he made his way up the machine, occasionally tearing off a panel to toss some more unneeded junk out of his work space. Finally, after an agonizing few minutes with the machine just about ready to fire, Jury Rigg reemerged and dusted off his hands cockily, taking a spare wrench on the floor and whacking the side of the DNA Annihilator with it.

The machine didn't stop. It continued to whine as the energy coursing through it got bigger and more violent.

"NO!" Robecca yelled.

"YES!" Jury Rigg cackled as the machine fired, blinding everyone in the room with a bright, white light and a deafening roar that nearly made everyone lose their hearing. After a few heated seconds, the roar died down and Robecca dared to crack open her eyes. Was she dead? She didn't feel dead, though she suspected she wouldn't really know how being dead felt until she actually experienced it. And since she could still feel Venus and Jane against her and hear the machine shudder and die down, she guessed that she was still alive.

"Ben? Nothing happened." Robecca noted with relief.

"WRONG! Something did happen!" Jury Rigg cackled. "Something big! Big! Big!"

"Ben? What did you do?" Robecca asked, suppressing a slight grin.

"Bub was a monster, so I gave him an appropriate shape! And his hot daughter too!" Jury Rigg laughed maniacally as the Omnitrix timed out and returned Ben back to the world. "See?" he had a slight grin on his face.

Robecca turned to where he was pointing, towards Lilith and Van Hellscream, and nearly dropped her jaw. Where Van Hellscream had been, now lay a large, burly ogre with the torn remains of a brown jacket around his bulked up form and a mop of dirty, greasy blonde hair on his face with a short, scraggly beard on his chin. Two large teeth curled up over his upper jaw, and warts dotted his sickly green skin, his nails long and absolutely filthy as his pants barely stayed on his person.

Lying next to him where Lilith should have been, was a completely different creature. The creature was a blood red in color, its skin nice and smooth and a long tail with a sharp spade like Jury Rigg's poking out from under a white and green sweatshirt. A pair of small, bat-like wings ripped through the back of the sweatshirt and long, pink claws tipped the delicate fingers. A pair of horns poked out from under dirty blonde locks, the feet tipped with pink claws that twitched every few seconds.

"Is that . . ." Robecca trailed off.

"Lilith and Van Hellscream," Ben nodded. "Turned into an ogre and a Jersey devil, if I remember correctly."

"Ben, how could you-"

"Relax. The transformation only lasts a week, two in Van Hellscream's case. By then they should have learned their individual lessons." Ben told her.

"Which are?"

Ben grinned. "Number one, don't mess with monsters. Number two, don't mess with Ben Tennyson. Number three, don't mess up your niece. Even if she's annoying."

"She really liked you, you know." Robecca noted. "She tried to free us."

"Which is why her punishment only lasts a week," Ben sighed. "But she's tad possessive, if you catch my drift. Plus, I don't think the rest of the ghouls would approve if the niece of their sworn enemy joined them." Ben replied as he bent down and picked up Whisp's body in his arms bridal style. "Can you carry Jane and Venus?"

"I'm fine, Ben." Venus yawned from the floor. "What'd I miss? Do I still get to take out that

whore?"

Ben shook his head. "Already taken care of," he pointed to Lilith and Van Hellscream on the floor. "Now lets get out of here while the going's good. I don't wanna be around when those two come to."

* * *

Draculaura signed and gave her black and pink pompoms another shake, finally getting the fast of the water out of them after a good hour or so of drying herself off and reapplying her make up, something very difficult for someone who couldn't see their own reflection in the mirror. With a small smile on her face she turned back to her locker and set the damp pompoms on the top shelf before grabbing one of her luscious pigtails and wringing the last of the water out of them. Humming quietly to herself, she noticed that a few things in her locker had accidentally been knocked out of place, most likely when a phantom or ghost had phased through her locker on their way to class; it was an act that didn't happen very often, so Draculaura merely shrugged it off and went back to organizing her things when she felt a tingling sensation in the back of her neck. She had learned that this was most likely because something or someone was sneaking up her.

She casually glanced over her shoulder, fully expecting her friends to show up, only to find a bouquet of black roses floating in midair!

"Ahh!" Draculaura startled as a ghostly figure began to fade back into view. "Oh. Hey, uh, sorry, Draculaura." Johnny Spirit grinned sheepishly.

"Oh, Johnny Spirit! Heh, you scared me half to life!" Draculaura smiled.

The bad boy ghost grinned as he slicked back his hair once more. "Clawd just asked me to give these to you. He's got or somethin'." Johnny chuckled, jerking down the hallway. Far on the opposite end was Clawd, looking completely miserable as he scratched himself senseless at the invisible fleas in his fur.

"Say away! I'm probably contagious!" he whimpered, scratching himself feverishly.

"Tell him, thank you for the roses," Draculaura smiled, taking the bouquet from Johnny and casting a a heartfelt wave at Clawd. "But seriously, don't scare me like that!"

"Anyway, me and some of the other ghosts are gonna go float around the mall this afternoon. You and Clawd are welcome to join us." Johnny offered.

"Uh, I'll have to catch up with you. I'm almost finished here." Draculaura replied as she wrung out her pompoms for good measure. Johnny shrugged and took his leave, floating down the hallway after Scarah and Operetta. Draculaura started to hum quietly to herself again, straightening her textbooks and makeup supplies before she felt that familiar tingling sensation in the back of her neck again.

"Hello?" she asked nervously, her voice echoing off the empty hallways. "Is someone there?" she asked as the lights flickered for a moment.

"Johnny Spirit! Is that you?" Draculaura whimpered fearfully, biting her lip when there was no response. "Ben? Whisp? Please tell me that's one of you?" she ventured, receiving the same response. With a nervous gulp, the little vampire closed her locker and walked off down the hall, glancing nervously back and forth as the tingling sensation in her neck got colder and chillier. A sudden creaking noise met her ears and she slowly turned around to see if anyone was there; there was no one.

But her locker door was open.

"I told you not to scare me." Draculaura gulped nervously as she tiptoed back over to her locker and slamming it shut, giving it a small shove to make sure it was closed tight this time; perhaps she was being silly and hadn't closed it properly. She gave a small smile and shrug and turned on her heel to walk down the hall when a loud rattling sound caught her attention. Breath trapped in her throat, she turned around to see her locker shaking violently, as if some beast was trapped inside and just waiting to be released. The locker door suddenly banged open, a large tornado whipping out from the depths of Draculaura's locker ad swirling around her in the empty hallway, textbooks, pompoms, make up and other personal items trapped in the wind as it spun around Draculaura.

"AHHHHHHHHHH!" Draculaura panicked, quickly making her escape as the cyclone died down. An afterthought occurred to her and she quickly ran back to her locker, scooping up a small lip stick capsule before making her escape once more, the creepy feeling in her neck slowly ebbing away.

* * *

"Your hair looks clawsome, Draculaura." Rochelle smiled as she picked at the unidentifiable glop that passed for a school lunch at Monster High. Sitting next to her, with equally disgusting dishes in front of them, were Twyla and Sirena, trying hard not to throw up their precious breakfast as their lunches either blinked at them or tried to take a quick bite out of their hands. "How did you get it to do that?"

"Don't know. You'll have to ask my ghost friend." Draculaura shrugged, casting a quick glance at her new hair. It seemed to defy gravity, her pink and black locks twisted and curled up into something that resembled devil's horns at the very least.

"Uh, okay?" Sirena seemed confused. More than usual, that is. "I don't remember doing that, but apparently I'm an amazing hair stylist!"

"No!" Draculaura shook her head. "I . . . I" she looked over her shoulder, as if afraid someone would hear her and laugh at her. "I think I'm . . . being

haunted."

"Are you sure?" Twyla asked suspiciously. As if to prove her suspicions wrong, the fork in front of Draculaura shivered for a second before levitating into the air, forcefully stabbing a carrot and bringing it up to Draculaura's face, as if expecting her to eat it.

"Uh, yeah. Pretty sure." the vampire sighed. "And if that's not enough, I nearly got caught in Mr. Rotter's class looking at this scary cute cloak that's totes adorable; the magazine just started flying and then my pen pointed out the cloak! I'm pretty sure Mr. Rotter thinks I'm crazy now." Draculaura sighed miserably.

"Sirena? You are half ghost. Do you know anything about hauntings?" Rochelle turned to the hybrid while fending off her lunch with her spoon, having picked up a few fencing techniques ever since coming to Monster High and having to deal with the monstrosities that passed for meals.

"Hmmm," Sirena hummed before her eyes brightened. "My grandmother used to say that you could get rid of them by holding your breath-"

Draculaura took a deep breath and picked up her spoon, pushing the floating fork and carrot away from her as her face started to turn a darker shade of pink.

"Or, maybe that was hiccups . . ." Sirena wondered; Draculaura released her hold on her lungs, gasping for new air as Twyla piped up. "Maybe . . . we should talk to another ghost about this. One that isn't Sirena."

"An excellent idea." Rochelle agreed as the ghouls got up from the lunch table and grabbed their offending lunches, careful to not get their fingers to close to the savage meals as they jiggled and stirred.

* * *

Spectra sighed and looked at her laptop, her fingers hovering over the keyboard as her eyes starred at the blank document in front of her. So far, after posting that small update, she had gotten nothing but a small spike of satisfaction before she fell into a slump, unable to write any new material. The ghost heaved another sigh and closed the document, moving her cursor over one of the folders on her desk top and clicking on it; the folder opened up to a row of videos and Spectra clicked on the first one.

A new tab opened up on computer, the video taking a few seconds to load before it blinked to life. Spectra watched with a rather glum expression as Wildvine raced across the screen, the picture shaky and slightly crooked as the Florauna attacked a rather beefy Normie with a helpless werewolf in his arm, a knife in his other hand. Wildvine quickly bent backwards as the criminal swung his weapon in wide arc, hoping to slice the walking plant in front of him; the Florauna quickly sprang back up and fused all four of his tendril-like feet together before drilling through the sidewalk and into the earth, leaving the Normie completely baffled as Wildvine broke through the earth on the other side of him and lashed out with one of his stretchy arms, making him stumble forward. This was enough for the captive werewolf to suddenly bite the criminal's arm, sinking his fangs into the skin and gaining enough leverage to pry himself free before making a run for it, giving a thank you wave as he dashed away. The Florauna quickly reached behind his back and yanked off some of the tubers that sprouted from his shoulders, chucking them at the beefy gorilla before him and dancing back as the seeds exploded, leaving the Normie defeated.

Spectra sighed and closed the video, rubbing her aching temples. It wasn't that Ben wasn't interesting, to say the least; her blog had never been more popular ever since she started documenting his various rescues and adventures that she was lucky enough to be on. But her number of readers had started to drop, and she was worried that if she didn't find some new material soon, she would be right back where she started.

"Ghoul friend, we got a problem."

Spectra looked up to see Clawdeen standing in front of her, a seriously annoyed look on her face.

"You've got that right," Spectra sighed. "I'm going through the worst case of ghost writer's block in hiss-tory! I've got nothing to write about-"

"I'm talkin' about the story you posted! About the were-fleas!" Clawdeen interrupted, her expression far angrier now.

"Oh, yeah! How's that going? You're not still itchy are you?" Spectra asked with concern.

"Spectra, there's no such thing as were-fleas! That's just a gross rumor somebody made up!" Clawdeen sighed with annoyance as she sat down on the stairs next to Spectra. "Bad gossip. And I know you didn't mean anything by it, but you've got to be more careful posting rumors like that! You gotta check your facts first." she said firmly.

Clawdeen, I am so sorry! You're like, the best ghoul friend, and I'd never want to cause any problems with my stories!" Spectra apologized, closing the lid of her laptop.

"I heard Slow-Mo didn't come to school because he has . . . geist-lice." Heath shuddered as he, Deuce, and Manny walked by, ignoring the two ghouls on the steps as they made their way to the Creepateria to attempt to try and stomach the meal that passed for a school lunch.

Ooh! Geist-lice!" Spectra shivered with anticipation, grabbing the lid of her laptop in her fingers.

"You're doin' it again." Clawdeen frowned.

"Sorry." Spectra whimpered, moving her hand away from her computer.

"I meant what I said before. I'll help you find a story." Clawdeen reassured her.

"Thanks, Clawdeen," Spectra sighed. "I just get frustrated sometimes. Great stories just don't run up from out of nowhere you know." she said sadly.

"Draculaura's being haunted!" Rochelle exclaimed as she, Draculaura, Twyla, and Sirena ran up to the pair of ghouls, slightly out of breath.

"Did someone say haunted?" a deep, raspy voice purred. A ghostly figure phased up through the floor next to the ghouls, quickly becoming solid again, a wisp of icy vapor escaping its perma-frown mouth. A green light suddenly engulfed the Necrofriggian, returning Ben to the world as he cracked his back.

"I thought you were taking care of Jinafire?" Clawdeen asked suspiciously.

"Robecca, Venus, Gigi, and Genie are holding down the fort," Ben shrugged. "Plus, I forgot my Biteology homework. Now what's this I hear about a haunting?"

"Did someone say haunting?" a second voice asked. Ben and the ghouls all craned their necks skyward to see none other than Charmcaster floating above their heads, a faded pink aura surrounding her as she uncrossed her legs and sprawled out on an invisible plain in the air.

"How are you doing that?" Rochelle asked.

"Magic, duh," Charmcaster smiled and rolled her eyes. "Do it, did it, own it. Now what's this about a haunting? Because whatever it is, I want in!"

"Why?" Ben wondered, curious.

"I have had like, no fun ever since I joined this school!" Charmcaster sighed, flopping on her back as she continued to float above them. "I'm not saying I don't like it here, but you get to fight crime every day! I want in on some of that action!"

"First off, it's not every day. More like a weekly basis," Ben pointed out. "Second, I'm not always crime, I'm usually protecting the monsters from the Normies. And thirdly . . . actually, I got nothing. So, haunting?" he turned to Draculaura.

"Haunted!?" Spectra suddenly piped up, her voice filled with more dread and slight fear than it usually sounded. "No! There's no way she's being haunted!" she protested. "Maybe it was just . . . the wind?" she suggested.

"Heh, could the wind style my hair like this?" Draculaura asked, gesturing to her unique hair style; Ben whistled with admiration as Charmcaster clapped her hands, descending from the air and landing behind Spectra on the stairs. "Don't get me wrong, it's super cute! Isn't it?"

Spectra sighed and rubbed her aching temples again, her mind like a hurricane, tornado, tsunami, earthquake, and meteor shower all in one. "Are you okay?" Twyla asked her.

"It's not possible," Spectra murmured to herself, just loud enough for everyone to hear. "It can't be a haunting. That's . . ." her breath caught in her throat. "Against the rules!"

"Rules? What rules?" Rochelle asked, her eyes narrowing suspiciously.

"Whoa, is there something you're not telling us?" Clawdeen frowned.

"Don't worry, Draculaura. It won't happen again! It-it just won't happen again!" Spectra seemed to be close to tears as she set her laptop down and took to the air, soaring high above the crowd and through the ceiling and into the bowels of Monster High.

"Alright then! Problem solved!" Sirena giggled. "What's next? Oh, how about we help Clawdeen with her flea-thingy-"

Clawdeen growled as she climbed to her feet. "C'mon. Lets see where she's goin'."

"But she could be anywhere!" Draculaura said worriedly. "How are we going to find her?"

"I got it!" three voices said at the same time. Ben quickly turned to the Omnitrix and cycled through his aliens before coming across the desired one and slapping the activation button; a green light engulfed him as Charmcaster quickly summoned a pair of pink orbs into her hands. Deep orange fur sprouted all over his body, as if a bomb filled with hair suddenly exploded inside of him. His lower jaw jutted out as his teeth became sharp and menacing. The wave of fur raced over his face, covering his eyes as they suddenly vanished all together. He could feel his ears disappearing as what felt like gills take their place. In actuality, they were sensitive ears able to pick up the tiniest of sounds. His shoulders and arms swelled as his dull nails became sharp claws. His legs twisted and formed into the hind legs of that of a dog as a thick green color appeared around his neck, the Omnitrix symbol in the middle.

"Ben, I know Wildmutt has a good sniffer, but trust me. I got this." Clawdeen said firmly as the Vulpimancer bellowed in protest; passerby didn't even cast a second glance at the massive alien carnivore that had suddenly appeared in the lobby, they had become that accustomed to Ben.

"Please. I could find her way fast by tracking her mana," Charmcaster scoffed as a smile crept over her face. "First one to find her wins!" she cried with glee before taking to the air once more with her her entire body glowing a faint pink as she soared through the air; Wildmutt let out a loud roar and took off after her, face pointed towards the ground as he barreled down the halls.

"Oh, no you don't!" Clawdeen snarled, giving chase after them.

"This is weird, no?" Rochelle asked Sirena.

"I dunno. Seems pretty normal to me!" the hybrid exclaimed before laughing and chasing after her three friends.

"Yeah, it's weird." Twyla reassured Rochelle before they and Draculaura took off down the hall.

* * *

Spectra silently moved through the cluttered attic, easily maneuvering over unsteady towers of taped up boxes and moving around old furniture with sheets draped over them that made them look like a variety of ghosts having a small party in the dank, dusty room above the school. But Spectra was not there to remissness about good times with the fake ghosts that made their home in the attic, no she was looking for something. Something important. She glanced around the crowded attic, passing over old paintings of famous monsters no one knew or really remembered and an old vanity before she finally found what she was looking for: a skull sitting on the edge of an old desk. Spectra floated over to it and waved a hand over the skull, the jaws opening wide as a silver key with a faint, violet glow faded into existence between the teeth. Spectra curled her fingers around it and floated up to the ceiling towards a hidden trapdoor and slid the key into the lock.

Unbeknownst to her, the door to the attic quietly creaked open as Draculaura, Rochelle, Twyla, Sirena, Clawdeen, Charmcaster, and Wildmutt sneaked through, the furrier two of the group getting stuck in the doorway as they tried to go through at the same time before Wildmutt shifted enough to allow Clawdeen to sneak in. The group quickly took cover behind a set of old tables and trunks with dusty sheets covering them and watched as Spectra turned the key.

The door suddenly glowed a bright, ghostly light before fading out of existence and leaving a gaping hole in the ceiling. The ghouls squinted their eyes and peered in closer as Wildmutt tried to pick up the occurring events with his heightened senses, accidentally knocking over a small jar of eyeballs. The ghouls all held their breaths as they ducked behind the table and trunks; Spectra whirled around, peering into the dusty attic.

"Hello?" she called out, hoping against hope that she wasn't being followed. Where she was going, she could only go alone. Not one of her friends, not even Ben or Sirena would be welcomed there. Shrugging the noise off as some of the vermin that inhabited Monster High, Spectra floated up throug the opening and into another chamber. The ghouls all breathed once more as the Omnitrix timed out and returned Ben to normal; the ghouls all shushed him.

"Sorry." he whispered as they crawled out from their hiding place and over to the wall, Ben dragging a ladder with him and setting it up so that it sat right underneath the opening in the ceiling. One by one, Ben and the ghouls climbed up the ladder and into the room above, hiding behind a large vanity and old footlocker as Spectra moved about in the musty attic. The ghost drifted over to a large tarp that was stapled into the slanted ceiling above, most likely to patch up a hole in the roof until a roofer could come and fix it; Spectra, instead of leaving it alone, gripped an edge of the tarp in her hands and yanked it off the wall as a bright, ghostly light filled the room, the tarp dropping to the floor to reveal a portal of some kind or other.

The ghouls watched as Spectra floated down from the ceiling and stepped into the shaft of light the portal created, waiting patiently as the portal gave a slight roar and engulfed her in a flash of bright light, sucking her into the realm beyond. "It's like she just vanished!" Twyla exclaimed once Spectra was gone.

"Teleporter?" Ben wondered.

"What is this, a sci fy movie?" Sirena quipped.

"Hey, we have teleporters back where I'm from," Ben defended himself. "But I don't think this is one of them."

"Then, where did she go?" Draculaura wondered.

"I can't pick up anything," Charmcaster sighed as her hands faded from a glowing pink and back to their regular color. "And I don't think it was magic."

Clawdeen ignored them all and stepped towards the strange portal that cast its ghostly light onto the floor, cautiously sticking a hand into the bright light; her hand seemed to flicker and become more vaporous as she moved it deeper into a portal, her eyes widening in awe.

"Clawdeen! Are you sure that's a good idea?" Twyla asked nervously.

"Yeah, sticking your hand into some weird inter-dimensional portal or something probably isn't the best idea," Ben said with equal nervousness. "Take from a guy with experience."

Clawdeen blinked and turned back to her friends and lover, a determined look on her face as she withdrew her hand from the ghostly light. "No, but I promised Spectra I'd help her find a story. And whatever she's after, I'm not letting her go alone."

"Famous last words." Charmcaster grumbled under her breath as Ben elbowed her in the ribs.

Clawdeen, with her sensitive ears, ignored the biting comment and strolled back into the shaft of light, squinting her eyes a bit under the brightness as she spread her arms out like wings, waiting patiently as the portal did its magic. She felt a tingling feeling course its way through her body, like the time she had gotten too close to a bunch of balloons and experienced static electricity for the first time, and felt her body become lighter as the she was engulfed in the bright light and sucked up into the portal like Spectra had been.

"Come on!" Ben urged, rushing into the light and waiting his turn as Charmcaster charged after him. The ghouls were a tad more hesitant, sharing nervous looks with each other before summoning their courage and joining their friends in the shining light. The same tingling feeling crept over their bodies, like billions of ants all marching at random intervals, as the portal took them up one by one in a ball of bright light and through its vortex to the other side.

* * *

After what felt like maybe an hour so at the very least and an eternity at the most, Ben and the ghouls reappeared on the other side of the portal on something that felt solid enough to their feet. The air felt chilled and whispy around them, as if it were made of the finest clouds the world had to offer.

"Where are we?" Rochelle wondered as the ghouls glanced at their surroundings.

"Look! Behind us!" Charmcaster pointed behind them. The ghouls all turned to look and saw the imposing building of Monster High on the far side of the portal they had dared to step through, the portal swirling and pulsing endlessly as if it were finally getting rid of a dreadful amount of pent up energy.

"Whoaaaaaaa." Clawdeen said with awe. The ghouls and ben followed her gaze and found that they had landed on a large ship with a long bow and stern. A tall figurehead rose up from the bow as a dozen oars on either side of the boat endlessly moved back and forth, their power source unknown. The ship gave off a ghostly glow as the ghouls took to taking cautious steps up and down the deck, glancing over the sides into the empty, violet tinged abyss.

"Hello?" Draculaura called out, her voice echoing in the void. "Is anybody here?" she asked a fog began to roll in, making it hard to see really anything in front of her. A sudden flapping caught her attention and she ducked to the deck of the ship just in time as a skeletal crow swooped low over her head, giving a lone caw as it settled down on the boat's figurehead, cocking its head to the side as it studied Draculaura and her friends.

A sudden rattling noise caught Draculaura's attention and she took several frightened steps back as a thin, ghostly figure phased up through the deck, head bowed to its feet. The figure was dressed in a black cloak that wavered in an invisible breeze, slightly ruffling her pale, white dress and rattling the chains tied around her waist and her crystal blue boots; Ben eyed her suspiciously, hand poised above the Omnitrix at the slightest threatening gesture as Charmcaster's hands glowed a deadly pink. The figure rolled its head up, exposing deep, blue eyes and an almost skeletal face with which a pair of blue lips and rolling pink and blue locks were attached to, a long staff gripped tightly in its thin hands.

"Is anybody else here?" Draculaura whimpered fearfully.

The figure didn't answer and only raised its hands as it slowly drifted towards them; Sirena could just barely see the figure's bones under her pale skin as the skeletal crow cawed and alighted down on top of the staff, preening its ghostly feathers before glaring deeply at the group before it, almost daring them to make a move.

"Well, uh, this was fun, but, uh-" Draculaura startled before the figure spoke.

"You're not supposed to be here!" the figure said with the voice of little girl and a much more threatening voice that sounded like a demon's as it reared up to tower over the group, a sinister smile on the figure's lips. Then the strange figure did the most strangest of things: she started laughing.

"Seriously, I don't think you're supposed to be here." the girl said with an earnest tone as she took off her hood and glanced over the group before resting her eyes on Sirena. "Except maybe you." she hummed. "Sorry about that. I get carried away with this whole 'Reaper' thing sometimes." the girl apologized with a twirl of her staff. "I'm River. River Styxx."

"Nice to meet you River." Rochelle smiled, casting a look at Ben and Charmcaster; both of them eased up a little, lowering their hands and deactivating their respective weapons.

"Um, nice boat." Twyla noted.

"Thanks," River smiled. "It's my dads. Usually he's the one that ferries ghosts between the two worlds, but he's at a Reaper Convention in Los Plagueas."

"Really? Los Plagueas?" Charmcaster mumbled, earning another elbow to the ribs from Ben.

"So," River ignored the comment. "Until he gets back, this baby's my very own party yacht to the Ghost World!" River laughed, twirling her staff around in her hands with ease.

"I'm sorry, but did she say 'The Ghost World'?" Clawdeen wondered.

"Oh, no, not this place again!" Ben whined.

"Excuse me?" Clawdeen turned to Ben.

"I've been down to the Underworld at least twice when I was shot off into the future," Ben explained. "Let me just say that Hades's gets annoying after a while."

"I hear ya," River sighed. "Some people call it the Underworld, but is better known as the Ghost World to its inhabitants." she explained as a second, ghostly figure phased up through the boat's deck next to her. Ben almost didn't recognize the girl in front of him, she looked so different. Instead of wearing her deep violet locks straight down, she had them curled and pulled up to her head, a deep magenta eyeshadow over her faded eyes. She wore a black dress with a pink top underneath, chains crisscrossed over the dress that rattled and shook as she moved.

"What?" the figure gasped upon seeing Ben and the ghouls. "You're not supposed to be here!"

"Spectra!?" Ben cried with relief.

Now that Ben was actually paying attention, he noticed that Spectra wasn't the only one that had gotten a make over upon entering the Ghost World; Sirena had changed too, her pale white body smoothly and slowly transitioning to a faint cerulean in color towards the end of her tail and hands. Her rolling, lavender locks that looked like stormy, ocean waves now had sand and aqua colored highlights with a starfish entangled smoothly in her hair. She wore a sand colored turtleneck tank top with swirling seashell designs and a turqoise belt just above her tail, a glittering sea star acting like a belt buckle. A small necklace of pearls and chains rattled quietly around her neck and tail, with a single pearl in each ear and another loop of chains around her wrists; it seemed the hybrid had also just noticed as she glanced over her new outfit with special interest.

"Yeah, the dancing Reaper made that pretty clear." Twyla sighed with a small smile, ignoring the distracted ghost above her.

"Did somebody say, 'confetti cannons'!?" River interrupted with her usual smile.

"What? No, of cou-" Ben started before River slammed the butt of her staff into the boat's deck, a pulse of light going through the boat's deck and towards the side. Immediately, six operational cannons popped out of the boat's deck and fired off a round of colorful confetti into the air as Sirena twirled and spun through the brightly colored clouds, laughing.

"Spectra, what is going on?" Clawdeen asked the ghost.

Spectra gulped before relenting, sounding very frightened as she spoke. "You have to promise not to tell anyone," she began. "There's another world. A ghost world. Where all the different types of ghosts come from," she told Ben, Charmcaster, and the ghouls. "There are phantoms like Operetta, banshees like Scarah, and even faceless ghosts like my old friend, Kiyomi."

"And don't forget us Reapers!" River butted in with a smile.

"But how come we've never heard about this Ghost World?" Draculaura wondered.

"It's a secret because most ghosts are pretty nervous around outsiders," River explained.

"Now that's ironic." Ben noted with a small smile.

"You're what we ghosts refer to as, 'Solids'." River added.

"Solids. Her story checks out." Twyla hummed, rapping a knuckle on Rochelle's stone shoulder; the gargoyle cast her friend a rather annoyed look at the joke.

"Most ghosts have never even seen outsiders from the Monster World," Spectra continued. "They'd probably be pretty scared if they saw you."

"Again with the irony." Ben said with a smile. "But I'm sure we can a good impression, right?" he turned to the rest of the ghouls; they had rather mixed faces about this suggestion.

"My family left the Ghost World a long time ago," Spectra went on. "Before they . . ." she trailed off, unable to continue at that point. The ghost quickly stilled the tears at the back of her eyes and went on. "They thought Monster High would be a good place for me." she added with a weak smile as she floated up to the top of the bow's figurehead. "This boat will take us back to my old school, Haunted High."

Rising out of the fog beyond them was a tall series of buildings whose crooked towers reached high into the ghostly skies, there not being a single straight angle that the ghouls could see from the distance. "Unbelievable." Clawdeen breathed. "A whole other school sitting right next to Monster High!"

"So, what brings you back to the Ghost World, Spectra?" River wondered.

"Draculaura is being haunted." Spectra admitted with shame as the vampire gestured to her rather unique hair style.

"That's . . . impossible!" River stammered. "Ghosts don't haunt the Monster World! There hasn't been a haunting since . . . The Red Lady!" River gasped.

"What is The Red Lady?" Rochelle asked.

River pulled her hood back over her head as she began to tell the tale. "The legend of The Red Lady is a story that every ghost learns when they're very young," River began. "Centuries ago, The Red Lady was the scariest, the most notorious ghost in the Monster World. No one was safe from her heinous crimes and sinister hauntings. They say that The Red Lady discovered a way to quickly travel between the Ghost World and the Monster World. The Red Lady became more infamous with every act of theft, tyranny, deceit, and every haunting she committed. From robbing treasure to causing destruction, chaos, and mayhem; nothing delighted her more than hiding in the shadows, waiting for the just the right moment to JUMP OUT! AND TERRORIZE UNSUSPECTING OUTSIDERS" River suddenly cried, making everyone visibly flinch as she continued to tell the tale. "But one day, her haunting spree finally came to an end, when The Red Lady was finally captured and then locked away. Legends state that the weight of her crimes was so heavy, that it would take her centuries to pay her debt to society . . ." she trailed with a sinister tone before suddenly breaking out into laughter. "Sorry, I just love a good ghost story!"

"Yeah, uh, me too!" Draculaura quickly agreed with a nervous tone.

"That's why there aren't hauntings anymore," River summed up. "No ghost ever wants to face the same fate as The Red Lady." A sudden explosion caught River's attention as something large soared through the air.

"What was that?" Sirena asked.

"Whoa! Hang on!" River said with a smile. Grabbing hold of her pet crow for safe keeping as a large cannonball slammed into the side of the boat with a colorful blast, rocking it from side to side as another cannonball slammed into the boat, nearly sending everyone to their knees.

"Everyone get down!" Ben yelled as he turned on the Omnitrix and cycled through his aliens before selecting a random alien and slapping the activation button; a green light washed over him and began to change his DNA as River watched with shock and awe. His skin started to harden, becoming unbearably hot and solid as rock. It suddenly split apart, floating like bath toys on a rapidly appearing magma sea. Hot, molten lava swirled and pushed it's way through the cracks and crevices of his skin as Ben's bones literally melted away. His hair began to burn, smoke curling lightly off it until it burst into flames, causing Draculaura to yelp in surprise. His fingers disappeared altogether as white hot lava covered them and solidified into a sort of gelatin like substance. His toes melted into two digits that resembled claws as his eyes turned a fiery yellow and the Omnitrix appeared on his chest, completing the transformation.

"Time to turn up the heat!" Heatblast rasped.

"That's new." River noted with little surprise.

"Ben, wait!" Spectra yelled as Draculaura suddenly gasped and pointed off into the distance. Everyone turned to see what she was pointing at as a large pirate galleon appeared through the fog, pulling up to the side of River's boat as another volley of colorful cannonballs was fired from the deck and rocked the boat.

"Yahahahar!" a figure cackled as she swirled around the main mast. The ghost had soft, green skin with a ghostly blue glow to it and deep, blue locks that looked like rolling ocean waves. On her head, she wore a large peach colored captains hat with a large blue feather in the brim and a blue art piece that looked like a ship on a stormy sea. She wore a black, gray, and white captains jacket over a sky blue dress with pink colored chains ending in small anchor criss-crossing her body. On one foot she wore a single, blue heel and her other leg was missing entirely, being replaced with a golden copy of her original leg. "Prepare to be boarded, you unsea-worthy brine shrimp!" she cackled as a ghostly skeleton crew cackled and bellowed their approval; a small little cuttlefish floated next to the figure with an eye patch over one of its large eyes.

With a wicked grin on her face, the figure proudly jumped off her ship and somersaulted through the air before landing with a dull thud! on River's boat as her skeleton crew followed her and quickly surrounded Heatblast and the ghouls as the Pyronite brandished flaming balls of fire.

"Yahaharharharharhar!" the figure cackled before turning to a skeletal member of her crew holding a large boom box over his shoulder. "Aaaaaand . . . time!" she announced, tapping her iCoffin to shut off the timer as the skeleton turned off the imposing, sea worthy music that had been playing the whole time during the attack. "Thirty-seven seconds! Ha! A new record!' she cried triumphantly.

"New record! New record!" her little cuttlefish chanted.

"Would you be so kind as to sign this for my Ghost Pirate class?" the figure turned to River, handing her a sheet and pen that River kindly took and scribbled her name at the bottom before handing it back to the ghostly pirate. "I, am Vandala Doubloons!" the pirate cried dramatically. "Captain of the Salty Spectre, Fiercest Ghost Pirate on the Spectral Seas, and I'm-" she started before her skin turned a sickly shade of green.

"Very seasick." she groaned, quickly floating over to the side of River's boat. "C'mon, Vandala! Get it together!" she moaned to herself. "No one likes a seasick pirate!"

Heatblast cocked an eyebrow at the pirate ghost as a small, skeletal monkey appeared out from behind one of Vandala's skeletal crew members and curiously tottered over to him, its deep sockets trained specifically on the Pyronite. Like a moth drawn to the flame, the primate skeleton cautiously scurried over to Heatblast, entranced by the flames as it curiously reached a hand out. Heatblast watched nervously as the skeletal monkey reached with a shaky fingertip and lightly tapped one of the rocks on the Pyronite's ankles.

The monkey suddenly let out a wild screech of panic, jumping back and pointing at Heatblast and the ghouls as the Omnitrix timed out and reverted the Pyronite back into Ben with a flash of bright light; the skeleton pirates all panicked and started running madly about as Vandala finally took notice of the situation.

"Solids! Solids! You have Solids on your boat!" Vandala screamed at River as she swooped around and quickly phased through the lower deck, nervously peeking out at Ben and the ghouls, as if expecting them to suddenly pounce on her and tear her to shreds.

"Uh, Vandala, it's okay!" River started. "They're, uh, nice Solids."

"You sure they're not here to haunt me?" Vandala asked skeptically. "'Cause, I have been having a lot of cursed treasure lately."

"I promise, we won't hurt you," Ben reassured Vandala. "She might though." he added, jerking a thumb back at Charmcaster.

"Oh, please! I'm not sadistic anymore, remember?" Charmcaster scoffed.

"I'm just being prepared in case the other shoe drops." Ben said warily.

"I still don't trust you," Vandala announced firmly. "You may not be pirates, but if there's one thing pirates are notorious for, other than swashbuckling and treasure hunting," she added aside to River. "Is telling lies!"

Ben rolled his eyes. "What can I do to make you trust us?" he asked.

Vandala seemed to think it over, slowly tracing her eyes over each of the ghouls and Ben before finally answering. "Sword fight. Right here and now. And no using that . . . whatever it was you used to transform." she announced, reaching for the large, curved blade clipped at her side and swinging it in a wide arc above her head. "Femur, give him your sword." she ordered on of her skeletal crew members. The skeleton did so reluctantly, handing Ben a smaller blade to use before quickly scurrying back to join his terrified brothers as the monkey climbed up onto his shoulder.

"First one to make the other submit or lose their sword, wins." Vandala announced as the ghouls all surrounded them to form a sort of ring. "And . . . GO!" she bellowed, charging right at Ben and swinging her sword in wide arcs in front of him, a determined look on her face. Ben yelped and ducked to the deck under each swing, backing up until he had finally had enough. He quickly jammed out his leg and swept Vandala's feet out from under her, sending her to the deck as he popped back up and quickly ran behind her as she climbed to her feet. Ben then went on the offensive, thrusting his sword forward and quickly parrying a blow to his abdomen as he swung for Vandala's neck. The ghost pirate saw the move coming and quickly ducked under the blade, Ben's sword quickly taking off her hat before thrusting down and under her guard. Vandala gritted her teeth and blocked the blow before shoving Ben back and jamming her sword forward, catching his blade as it swung for her.

The two of them were locked in stalemate for a few seconds, neither one giving to the other as they put as much force into their swings to try and knock the others blade out of their hands. Having more experience, Vandala jerked her sword upwards, bring Ben's with her as she then jerked it to her right and then pulled with all her might to the left, pulling the sword of his hands and watching as it plunged deeply into the deck.

"You lose," Vandala announced as she clipped the sword back to her belt. "Not bad for a Solid."

"Yeah, well that was on your turf," Ben grinned. "Now lets see how well you do in hand-to-hand combat." he said with a smile, turning to the Omnitrix and cycling through the aliens before selecting the one he needed and slapping the activation button. Muscles quickly piled themselves onto Ben's arms and chest, short, brown feathers sprouting up from his skin to cover them. His and mouth melted together like butter, hardening into a yellow, horny beak as teeth lined them. The feathers continued to cover his body, racing up over his back and stomach, growing on nearly every inch of his body. Ben's wrists and ankles began to harden as thick scales appeared on them, his fingers molding together into three digits. His fingernails grew longer and bigger, becoming curved and black as they turned into talons. His toes all formed together into two long digits, his heel bone grinding against his foot as a third toe popped out behind them, the toenails growing into long talons. A white plume appeared on Ben's head, looking like a Mohawk of sorts as a pair of large, sharp blades grew out from his elbows. Green wrist and ankle guards materialized on his body, as well as a pair of black briefs and green and white striped belt. A green mask fit over his face as a green strap vest appeared on his body, the Omnitrix appearing on the vest hooker.

"Kickin' Hawk's my best hand-to-hand fighter," the large, bird-like alien grinned. "Foot-to-head." he added, curling his talons into fists.

Vandala blinked, but quickly accepted the challenge. "I don't know how you did that, mate, but you'll be walking the plank when I'm done with ya!" she yelled, charging forward, her fists clenched tightly as she thrust them at Kickin' Hawk's face. The alien easily bobbed his head to the side to avoid each strike before jamming his knee into Vandala's chest and then attacking her with a roundhouse kick, sending her flying back; several of member's of the skeletal crew lost their jaws when they dropped.

"Lucky shot, you scurvy dog." Vandala grinned.

"Famous last words." Kickin' Hawk grinned, giving her a come-at-me-bro gesture with his hand. Vandala narrowed her eyes and flew at Kickin' Hawk's head, lashing out with her legs, attempting to strike him over the head with each blow; Kickin' Hawk blocked each one one before lashing out with yet another roundhouse kick and sending her to the deck, pinning her there with a firm foot on her chest.

"You lose." Kickin' Hawk grinned.

Vandala blinked before her face split into a smile. "Guess I do. You're not bad, mate." she grinned as the Omnitrix timed out and reverted Kickin' hawk back into Ben as he helped her to her feet.

"Um, Spectra?" Draculaura piped up. "I know that Vandala is pretty okay with us now, but if this is how ghosts at Haunted High are going to react to us-" she gestured to Vandala's still skeptical crew as they all id behind their captain and River.

"No, it should be fine," Spectra interrupted. "As long as you're with me. But, it wouldn't be a bad idea to disguise you ghouls so you don't attract too much attention." she decided.

"River Styxx has got you covered!" River smiled with another playful twirl of her staff as she phased down through the deck of her ship and came back up moments later with dark, black cloaks similar to her own.

"Uh, you sure you don't have anything less . . . grim?" Draculaura asked hopefully as the others each took a cloak without complaint. "Perhaps in a pink?" she added when she saw that the cloaks made the wearer have a faint, wavering image like River, Spectra, and Vandala.

"I don't think so," Ben shrugged as he kindly declined a cloak offered to him by Vandala and turned to the Omnitrix, cycling through his aliens before coming across the one desired and slapping the activation button. He felt the skin around his skull slowly vanish, as if some flesh eating parasite were eating at it. His skull slowly turned upside down as the bones ground and shifted with a sickening sound. The teeth became sharper as new, thicker skin covered his face and his eyes molded into one. His fingers turned into dagger like claws that felt like they could slice through someone's soul. His legs wrapped around each other into a sort of ghostly tail as thick, green chains formed around his neck and wrists. The Omnitrix appeared on his chest, the chains all meeting together at the same spot as a dozen writhing tentacles suddenly spilled forth from Ben's insides. The transformation was complete.

"Is there anything that fancy gizmo of yours can't turn you into?" Vandala asked with a smile.

"A lot, actually," Ghostfreak rasped. "Anything that isn't a sapient aliens life form is a no-go."

"Did he just say 'alien'?" Vandala asked Clawdeen.

"I had a hard time believin' it too," Clawdeen shrugged. "But it was kinda hard not to resist him after a while; he's got practically half of Monster High's ghoul population drooling all over him." she exaggerated.

"So, is he dating someone?" Vandala asked, confused.

"A lotta someones actually, Spectra and yours truly included." Clawdeen said with a smile as Vandala's jaw dropped.

It's a gift and a curse." Ghostfreak shrugged.

"We're here!" River announced as both ships cut through the thick fog and slowly approached the ever impressive building before them, silently pulling up to a dock at the bottom of a long staircase to the main building. Random towers jutted out of odd intervals in the main building's structure, giving it a rather unstable and flighty look, one that perfectly accompanied the school's ghostly student body.

"Wow." Rochelle breathed as River docked her boat and let them off, floating ahead of them and parking her boat with a set of car keys; Ghostfreak decided not to question it as he flew overhead with Spectra, Sirena, Vandala, and River, silently approaching the main set of doors as the ghouls admired the school's architecture. The ghosts and fellow Ectonurite quietly phased through the front door with ease and hardly even noticing it while the ghouls were less fortunate; they bumped right into the large set of doors and nearly fell flat on their backs.

"Uh, a little help?" Twyla wondered.

"Oops. Sorry!" Spectra apologized, phasing half way through the doors and pushing them open with a strained shove of her hands. The doors creaked open on rusty hinges, exposing a large lobby with hundreds of spirits floating about on their way to classes. Dozens of staircases twisted and turned in impossible ways, all adjoining a central tower of sorts at one point or another.

"Oh my ghoul! It's . . . boo-tiful!" Sirena breathed. "I can't believe my parents never told me about this place!"

"Ooh, I like your . . . uh, squid?" Draculaura guessed, gesturing to the glowing little mollusk floating near Vandala's head.

"He's a cuttlefish," Vandala corrected. "His name is Aye."

"Aye?" Twyla wondered.

"Aye-aye!" Vandala laughed.

"Aye-aye!" Aye chirped happily.

"It's as if nothing changed since I left." Spectra sighed happily.

"Well . . . almost nothing." River noted as a ghost floated overhead with an alarming amount of black, diamond-shaped chains with a sinister, red glow wrapped around their legs; the dark looking chains were attached to a large barrel and a pair of buckets, the student not looking happy in the slightest.

"That's a strange fashion statement." Rochelle noted as more students with similar chains floated overhead.

"Those are Detention Chains. Courtesy of Principal Revenant." River explained.

"Detention?" Spectra wondered worriedly. "They're being punished?"

"If you get caught breaking the school rules, you end up getting chains that you have to work off by doing a variety of tasks. Sometimes with extra homework, sometimes with extra chores." River sighed sadly.

"I had to swab the floors for weeks to work off the last of my chains . . ." Vandala remembered miserably, shivering at the horrid memory.

"The variety of chains is large, but they all work the same way. As long as you're in detention, you can't leave Haunted High." River summed up with a grim expression.

"Ghouls," Spectra started before remembering something. "And Ben, someone has to know something about Draculaura's haunting. I say we hit the Creepateria and ask around."

"Aye-aye!" Aye agreed happily.

* * *

"Wow! Incredible!" Sirena laughed as they entered the Creepateria, a series of floating tables and chairs that hovered above an outside deck that was connected to a staircase leading back into the school. Dozens of ghostly students floated about, generally ignoring the crew if not to only give them an odd look as they floated by. "Uh, are you sure this is the Creepateria?" Sirena asked skeptically/

"It's the Creepateria." Clawdeen confirmed with a few sniffs of her sensitive nose. That, and the occasional retching noise could be heard from the ill student that had actually attempted to see the revolting glop that passed for food. It seemed no matter where one went, Creepateria' food was Creepateria food through and through.

A sudden commotion caught everyone's attention as they all turned to see a ghostly ghoul drifting down the staircase to the Creepateria, waving politely at the many students that greeted her as she passed by. She wore a Japanese school girl's outfit, complete with a faded pink tie around her collar and series of rattling chains attached to a belt around her waist. Her purple and pink hair spilled out behind her as she moved, her face all but almost nonexistent if one didn't look carefully enough.

"Hey, who's the popular ghoul?" Charmcaster wondered.

"Wait, that's Kiyomi?" Spectra seemed surprised, as if she could hardly believe it. "I'd recognize that face anywhere!"

"Face?" Ghostfreak cocked his one eye in utter confusion upon noticing that Kiyomi's features looked rather transparent, to say the least.

"Well, you know what I mean," Spectra smiled. "Kiyomi!"

The noppera-bōturned at the sound of Spectra's voice and squinted her eyes a bit, as if trying to pick out Spectra from the cluster of ghosts surrounding her before her face literally brightened into a vibrant yellow upon recognizing Spectra. "Spectra!" Kiyomi cried happily, swooping over to her long lost friend and scooping her up into a hug. "You're back!"

"You're . . . different!" Spectra grinned, finally finding the right word. :You use to be the shyest ghost at Haunted High! Now look at you, all fashionable and popular!"

"Hey, change is good, right?" Kiyomi smiled, giving a little twirl.

"Kiyomi, these are my friends, Sirena, Twyla, Rochelle, Charmcaster, Ben, and Draculaura." Spectra gestured to her friends as they all waved.

"Hello!" Draculaura piped up with a friendly smile before turning into a concerned frown as Kiyomi's skin started to flash vibrant colors, a worried look spreading across her face.

"Kiyomi, you seem . . . familiar to me," Draculaura mused, looking over Kiyomi closely. "Have we met before?"

"No! I-I don't think so!" Kiyomi stammered.

"Are you okay, Kiyomi?" Spectra asked. "You're turning green."

"Yes! I-I'm fine," Kiyomi reassured her. "I-I-I'm sorry, but I gotta fly. Lets catch up before you leave. Nice to meet you all!" she quickly called over her shoulder as she soared off and out of ear-shot.

"You're friend is so colorful." Draculaura noted.

"That's how Kiyomi shows her emotions, how she expresses herself." Spectra explained.

"Well she didn't stick around very long." Clawdeen frowned.

"It's fine," Spectra shrugged. "We're not here for classmate reunions. We're here to help Draculaura." Spectra smiled as she floated off to one of the lunch tables to ask its patrons a few questions.

"I dunno," Clawdeen mused. "Something about that ghoul just rubs me the wrong way."

"Normally I would agree with you, babe," Ghostfreak rasped. "But Kiyomi seems harmless. What's the worst she can do?"

"I told you not to call me that." Clawdeen growled.

"Oh, don't deny you don't like it! Your fur turns red every time I say it!" the Ectonurite chided as Clawdeen's face turned a deep maroon. "See? Like that!"

Vandala laughed and swooped down low next to Ghostfreak with a smile on her face. "Seems you're quite the ladies man, matey."

"It would seem so," Ghostfreak shrugged. "And I love every one of 'em."

"How many do you have? On your crew?" Vandala asked.

"More like a harem," Ghostfreak corrected. "And roughly around eleven so far."

"Hey, check it!" a voice called. Everyone glanced up from their business to see a trio of spray paint cans floating about in the air over a section of blank wall, quickly shaking themselves up, as if ready to paint a master piece for everyone to see.

"What's going on?" Charmcaster wondered.

"Oh, it's just Porter." River smiled with a shrug, turning to watch as the paint cans released multicolored sprays of paint that quickly swirled into an elaborate painting of a pair of ghostly hands bound tightly by chains. Spectra turned to face a ghost with slime green skin and intense blue eyes with a green sclera. He wore a black shirt with what looked like paint stains splattered all over in bright blues and dull purples as he moved his hands about; the paint cans followed his commands, changing the picture so that chains binding the hands were snapped free upon hearing the student body's numerous requests.

"He is kinda cute." Sirena noted with a small smile as Porter floated by to check out his art work up close.

"And his artwork is cool!" Ghostfreak noted.

"Cool or not, is he allowed to write on the walls like that?" Spectra asked.

"He is not," River shook her head. "And here come the Hall Moanitors." she sighed as three ghostly figures of about the same height floated through the wall of the Creepateria. The first was a batty old hag in an old school teacher's uniform with a plump body, beady eyes behind large glasses, and a massive hairdo that was bigger than her entire body. The second was a short little man wearing a tuxedo and striped tie. On his rounded head with large ears, large eyes behind square glasses, he wore a towering top hat that he could easily slip his entire body into should he so chose. The third ghost was by far the creepiest as he was well muscled and wore a similar tuxedo to the second ghost with a dark black tie. Unlike the other two, he wore a fedora hat with a wide, circular brim and dark shades above his short Hitler mustache that kept his piercing eyes hidden from the world.

"The Hall Moanitors?" Rochelle cocked an eyebrow.

"The Ghosts of Haunting Past, Present, and Future," River explained wearily. "They're Principal Revenant's eyes and ears around the school. Present, the leader, is always on the lookout for someone breaking the rules," River gestured to the short little man before pointing at the old woman. "That one is Past. She keeps track of every student infraction at Haunted High,"

"Ahem! Chains!" Present exclaimed, pointing at a student who was playing a game on his iCoffin. Past turned to the poor student with a wicked grin on her face as she whipped out her badge and sent a ghostly, dark red chain spiraling at the student, wrapping it around his waist and tying him down as she snatched his iCoffin away from his hands.

"And the Ghost of Future, he has a way of predicting what you're going to do before you even do it!" River whispered as they watched Future catch a carelessly tossed juice box and frown at the poor student.

"It's chains for you." Future growled in a whispery, demonic voice.

"Nooo!" the student wailed, trying to make a getaway before the dark, evil chains slithered around his waist and held him tight.

"Just the sight of those scalawags shivers my timbers." Vandala quivered, ducking behind Ghostfreak as Present turned around and finally noticed the bright piece of artwork on the Creepateria wall, watching Porter continue his work out of the corner of his eye.

"Principal Revenant, we have a 1424 in the Creepateria." Present said, pressing a finger to his ear as he spoke a rather high and gentlemanly voice.

"Ah, come on!" porter whined with a grin. "It's Ghost Paint, it's not permanent!" he added, waving his hands as his latest creation vanished before Present's eyes.

"Give him the chains." Present frowned as Past and Future floated up behind him.

"You're gonna have to catch me first!" Porter sighed with mock disappointment as he quickly zoomed off, the three Hall Moanitors giving chase after him. Porter flew through the air, back flipping off a table before disappearing back inside the school the three ghosts not amused in the slightest as they chased him.

"A bad boy artist on the run from the law! I might have just found my first story!" Spectra exclaimed happily, speeding off after Porter and the Hall Moanitors with the rest of her friends in hot pursuit. The followed Porter and thew Hall Moanitors down a hall and back into the main lobby of the school, watching as Porter flew over a railing and then whipped around on a connecting pole, tripping Past as she flew right by him and sending her flying into an open locker, school supplies jammed tightly into her hair as she slumped to the floor; Present and Future only gave a parting glance on their chase after Porter, Present whipping out his badge and pointing it directly at Porter in the hopes of catching him.

"Whoops! Coming through!" Porter exclaimed as he swooped over Ghostfreak and the ghoul's heads, spinning and twirling to dodge the advancing chain and quickly shooting upwards. The chain bounced off of another locker in front of him, speeding back at Present and smashing into his face, quickly wrapping itself around him like an angry cobra and dragging him down to the ground.

"Two down, one to go!" Porter chirped happily.

"I don't think so." Future growled, appearing behind Porter and quickly advancing on the fleeing ghost with a deep frown on his face. Porter quickly flew around the tall, central tower and swooped over and under several stairs before coming to a pause, a smile on his face now that he had lost Future.

"Think again, Punk." Future gave a wicked smile, appearing behind Porter once more and whipping out his badge, shooting a chain at the Paintergeist and missing as he rolled out of the way and took off again, disappearing from sight. Future growled and descended through a set of stairs and down a level, searching for the missing ghost when he felt a tap on his shoulder. He whipped around to see no one before feeling another tap on his other shoulder and whipping around to meet nothing once more. He felt another tap on his head and turned to Porter floating above him as he pointed a finger upwards, gesturing to a colony of fiery red ghost bats that glared at Future with disdain before suddenly launching themselves at him, obscuring his view with their leathery wings as Porter flew off, chuckling to himself.

"Look out!" Porter cried, suddenly noticing a distracted Spectra as she quickly scribbled away on her notepad, completely oblivious to him until the last second when they suddenly crashed into each other and went sprawling through the air. Porter quickly wrapped an arm around Spectra's waist and held him tight against to prevent her from going too far as Spectra instinctively wrapped her hands around Porter's neck, gazing into his piercing eyes as her face turned a dark lavender in color.

"Wait, what is he think he is doing!?" Ghostfreak hissed angrily; if he had a moving jaw, it would have been dropped to the floor by now.

"A-HA!" Past suddenly interrupted, appearing between Porter and Spectra as she separated the two and cornered the former as Future and Present took up positions to finally trap Porter where he stood; Present grinned wickedly as the sound of rolling thunder boomed across the lobby, a crackling of electricity coming from the top of the central tower as a large object floated free from within and descended through the air towards Porter and the Hall Moanitors.

"Hello, students." the thing said, becoming more like a giant head with wispy hair and a skeletal face. She had tight violet lips and cold, purple eyes set on her hollow cheeks, a deep and stern frown on her face as she descended through the air down towards Porter.

"Hello, Prinical Revenant." the available students moaned fearfully.

"Porter Geist," Principal Revenant growled, edging her floating head towards Porter with disdain in her haughty voice. "Treating us to another one of your little art projects?" she purred as Porter's glare deepened.

"That's the fourth time this month, Ms. Revenant." Past piped up, consulting a large, thick book she had seemingly pulled out of nowhere.

"I knew she was going to say that." Future said darkly.

"Another detention, Principal Revenant?" Present asked.

"Oh, yes," Revenant said with mock disappointment in her voice. "He'll never learn his lesson if he doesn't pay the price." she added darkly, grinning maliciously at Porter. The three Hall Moanitors quickly whipped out their badges and sent three sets of sharp, blood red chains at Porter, wrapping around him and tying him up nice and tight, dragging him to the ground between the three ghosts.

"Thanks a lot." Porter frowned at Spectra.'

"Hey, you crashed into me." Spectra frowned.

"Exactly!" Ghostfreak added with a hint of anger in his voice.

"YOU!" Revenant suddenly said moving over to tower over Spectra's tiny frame. "I don't recognize you . . . are you one of my students?"

"I use to be ma'am," Spectra gulped nervously under the principal's sinister glare. "My name is Spectra Vondergeist. I'm just visiting from Monster High." she said quietly as gasps suddenly rang out from every student that had been watching the scene from within the lobby, hushed whispers spreading like wildfire between each ghost as Revenant's eyes widened in surprise.

"You probably should have left that part out . . ." River whispered quietly to Spectra.

"Really? So there are ghosts who attend school in the Monster World? How interesting," she purred darkly, turning to gaze down at the rest of Spectra's friends who all bowed their heads out of fear; even Ghostfreak didn't dare look her in the eye. "And your little reaper friends there, do you attend Monster High as well?" she asked the Ectonurite as his chains rattled as he trembled.

"Y-Yes Ma'am . . ." Ghostfreak gulped.

"Well, aren't you awfully shy?" Principal Revenant smiled maliciously. And then, the worst thing that could have ever possibly happened at that very moment and time, happened; the Omnitrix timed out, warping Ghostfreak's body back into the Omnitrix and replacing it with Ben's true, human, and very Solid form.

"What is this!?" Revenant shrieked with surprise before the corners of her mouth curled upwards in a sinister smile that sent shivers down everyone's spine. "Oh, I see what's going on!" she laughed darkly as her wavering hair suddenly rushed past the rest of the crew and tore their hoods free from their heads, exposing their own very Solid forms to the Haunted High student body; the reactions were not well.

"Well, I guess the were-cat's outta the bag, Ben." Clawdeen frowned upon hearing the frightened yells.

"HEY! I don't really have control over how this thing works!" Ben griped as he put his fingers to the watch and began cycling through his roster, ready to transform at the ready.

"Moanitors! What is the punishment for bringing non-ghosts to Haunted High?" Revenant asked her three cronies.

"Whoa! Punishment?" Spectra asked, confused.

"Well, technically there . . . isn't a rule saying that you can't bring in non-ghosts," Past looked up from her book as Future and Present looked over her shoulder. "It's never happened before."

"Present? Make a rule . . ." Revenant drawled as Present whipped out a quilled pen and quickly scribbled something down in Past's thick book. "I, have business to attend to." she grinned darkly before disappearing a puff of black smoke.

"But that's not fair! You just made that rule up!" Spectra protested.

"Yeah, she does that." Porter sighed.

"Not helping." Spectra growled through gritted teeth.

"Yeah!" Ben added, eyes flickering back and forth between the situation and the Omnitrix.

Porter merely grinned as he raised his hands, sending a trio of paint cans flying at the Hall Moanitors; Future tried to warn his comrades, but by then it was too late and they were suddenly splashed with paint, several giggles going through the crowd despite the present of Solids in Haunted High.

"Ahh, another brilliant work of art!" Porter smiled, holding up his hands as if to frame the disgusted Moanitors. "I think I'll call it 'You Ghouls Should Get Outta Here While You Can'!" he announced.

"Thanks for the tip!" Ben grinned as he slapped the Omnitrix and felt the cool, green wave of energy wash over his body, changing his structure at the molecular level. First was the light covering of light and dark blue fur. It covered his whole body as he shrunk down to the size of a large bulldog. He was forced to hunch forward as his spine arched that way, a long tail sprouting from the base of his spine. His arms became thin, yet strong, designed to pull himself up and down, left and right, and whichever direction he pleased. He lost two fingers on each hand, but gained a second pair of similar arms that split out from his sides, thankfully already covered in skin and fur. Three pairs of green eyes appeared on his face as the fur on his head was flipped up and back. His jaw jutted out in an ape-like fashion as two, sharp canine teeth poked from his bottom lip at the corners of his mouth. Two green sashes appeared across his chest like an X with the Omnitrix symbol in the center, finishing the transformation.

"Sorry! Can't stick around! Ook! Ook!" Spidermonkey chattered as he shot out a quick round of webbing from his tail and pinned the three ghosts to the nearby wall as everyone flung off their Reaper cloaks and quickly ran for the exit.

"Good trip!" Twyla panted as she tossed her cloak over her shoulder. "We'll have to do this again sometime!"

"Sorry, but I've used up all my vacation days!" Spidermonkey hooted as he scampered past Twyla and towards River's boat as the Reaper pulled out her car keys and unlocked the ship from the dock. Everyone quickly climbed on board as Spidermonkey hauled himself up over the railing and perched on top of the roof, putting a hand over his eyes to see if they were being followed.

Unfortunately, they were.

"Hey, ghouls! We've got a trio of grumpy ghosts heading this way! Fast!" Draculaura cried, pointing a finger at the Hall Moanitors as they appeared on the horizon, seriously ticked off looks on their faces.

"Ahh! Enough monkey business!" Spidermonkey called down to the deck. "Fire in the hole!" he hollered as he shot another ball of webbing from his tail, aimed directly at Future's face as Charmcaster summoned balls of mana to her hands and threw them at the other two, smirking when they hit target and blasted the ghosts back a little.

"Maybe they just want to party!" River smiled, twirling her staff around in her fingers.

"What is with you and parties!?" the Arachnichimp cried angrily, lobbing another ball of silk at the ghosts and seriously thinking about using the ugly thing that almost all primates flung at one point in their lives when they were upset or angry.

River didn't answer as she slammed the butt of her staff into the deck of the ship, summoning the many confetti cannons once more. Vandala's grin quickly brightened up as she manned one of the two cannons on the top deck. "Ha ha-HA!" she cackled. "Now we're talkin'!"

"Never mind about the parties!" Spidermonkey called over his shoulder as he took the second cannon on the roof. "As they always say, 'It's time to go out with a BANG'! Ook! Ook!" he grinned as both he and Vandala fired off their cannons with great marksmanship, landing blasts of confetti to the three startled Hall Moanitors.

"Ha-HA! Nice shootin', matey!" Vandala laughed.

"You too!" Spidermonkey grinned. "Fire two!" he cried, shooting off another round as he beat his fours fists against the cannon, jumping up and down and beating his chest with excitement. Vandala grinned at the sight and shrugged her shoulders before joining, howling with laughter as the two of them taunted the Hall Moanitors and kept them at bay with their confetti cannons.

The Hall Moanitors however, would not be deterred easily and quickly fired their badges at Rochelle and Clawdeen, shooting off slithering rivers of Detention Chains at the two monsters before shooting more at the rest; but it was all for naught, as the chains simply passed right through the monsters before disappearing into vapor, the Hall Moanitors looking down right confused.

"I guess they only work if you are a ghost!" Rochelle shrugged.

"Look out!" Spidermonkey cried just as the ship went over a waterfall of sorts, the ghouls all screaming with fright as they went over.

"Okay, here comes your stop!" River cried over the roar of the waterfall, gesturing to an open portal that led back to Monster High. "It's been a pleasure!" she waved good bye as the Omnitrix timed out and Ben hopped down from the roof, the ghouls all abandoning ship and jumping through the portal.

"See ya later, matey," Vandala grinned at Ben, pulling him into a small hug. "You're the roughest, toughest, shivering-your-timbers-est pirate I've had the honor of meeting. Come back soon!" she grinned, playfully shoving Ben through the open portal before turning to Spectra. "It's been an honor, me hearty!" she grinned before floating back up to man her confetti cannon.

* * *

Spectra quickly waved goodbye and dived through portal and reappeared back in the musty attic of Monster High, with every one of the ghouls and Ben still in one piece and exhausted from their adventure. "We made it!" Rochelle excalimed with relief.

"Whoo! Never thought I'd be so happy to see this creepy, old attic!" Clawdeen sighed with relief as they quickly scurried down the ladder and into the storage room below.

"I'm sorry we didn't figure out who was haunting you, Draculaura." Spectra sighed. "But don't worry. We'll-AAAAAHHHH!" she screamed as she glanced behind her to see a detention chain that had slithered through the portal wrap around her ankle and pull her back.

"Spectra!" Ben cried frantically as Clawdeen and Sirena quickly latched onto Spectra's wrists. Ben turned to the Omnitrix, quickly turning it on and hoping there was enough juice left to save Spectra as he quickly cycled through his roster and slapped the activation button, the green light washing over him. Ben's arms swelled as hundreds of muscles piled themselves on top of each other, his back and chest expanding outwards until his shirt was ripped to shreds, hanging off of him in rags as he continued to change. His skin bubbled slightly before turning different shades of color in certain areas, large stitches quickly punching through his skin and separating the colors into crude patchworks. The Omnitrix suddenly punched through his right pectoral as if it had been crudely jammed there as his hair turned back and greasy, becoming thicker and longer; metal bolts popped out of his shoulders, wrists, neck, and back as two large conductors suddenly materialized on his shoulders in a flash of light, crackling with electricity and completing the transformation.

"Hang on!" Frankenstrike cried he grabbed Spectra's arm in a massive hand and yanked back as hard he could, Charmcaster and the rest of the ghouls latching onto Spectra and different parts of the Transylian as they attempted to pull Spectra through the trap door and back into Monster High while the chain seemed determined to pull her back into the Ghost World. Spectra's eyes were wide with fear as the two parties played a dangerous game of tug o' war with her as the prize, her body straining with every pull until one side finally won in the most horrific way possible; the Omnitrix, after so much usage beeped ominously and turned Frankenstrike back into Ben in a flash of green light, the sudden shift in weight making every one lose their grip and tumble back into a heap.

"HELP ME!" Spectra screamed at the top of her lungs as the chain pulled her through the trap door and into the attic, the door slamming shut behind her with a loud bang!

"SPECTRA! NOOOOOOOOOOOOOOOOOOOOO!" Ben wailed.

_**And there we go! Wow, am I beat!**_

_**This is the longest chapter I have posted yet, up to 47 pages according to my processor. Either way, I seriously could not have done all of this without **___**Zak Saturday **___**helping me every step of the way, sacrificing his precious time to help me write this chapter and the other upcoming ones for the Haunted arc. Give the man a hand, everyone!**_

**Now for those of us who are nitpickers, I obviously had to change the script a little to go with what I had in mind, but it shall mostly remain like the original movie. And for those of us who are rather impatient, this is the last major arc, I promise my heart and hope to live!**

_**As always, comment, review, suggest, and request down below!**_

**Hasta Luego!**


	42. Frightful Returns

**Hello, guys and ghouls!**

**That's right, I'm back with another chapter for everyone to enjoy! Once again, I would like to thank _Zak Saturday _for helping me with this arc. I seriously couldn't have done this without him.**

**And in unrelated news, I just realized that I have been spelling Boogie Man wrong all this time. Expect edits to previous chapters and what not once this story is over.**

**As always, comment, review, suggest, and request down below!**

**Disclaimer (haven't done this yet): I obviously do not own Monster High or Ben 10, even though I really wish I could. So, I obviously also don't own _Haunted_. The only piece of this story that I actually own is my Omnitrix alien OC Phobos. Do not use him without my permission and don't sue me!**

**WARNING! Slight lemon later on. If you are under 13, be smart and skip ahead if you are uncomfortable with such scenes, as I do not wish to either be sued and or yelled at for surprising anyone with this kind of stuff. If you do like this kind of stuff, ignore this message entirely.**

**Onwards!**

"Help me!" Spectra wailed, her translucent fingers slipping out of Ben's as she was dragged into the darkness by some hidden force.

"Spectra!" Ben cried, rushing after her into the darkness without another thought, the only thing on his mind being to save and protect Spectra at all costs. He quickly turned to the Omnitrix, the one thing in the universe that never seemed to fail him when it mattered most, and turned the delight device on, welcoming the soft, green glow as he cycled through his transformations before selecting the one he needed and slapping the activation button. Ben's fingers hardened into sharpened blades as a long, whip-like tail sprouted from the base of his spine and stretched out a couple feet. His toes ripped out of his shoes and melted into four claws, two in front, two in back. The ball of his heel crunched forward, moving under his foot bones and becoming perfectly round and smooth, suddenly separating itself from his foot and held there by his curved toes. Ben felt his skull stretch back into a sharp point and his legs bent backwards. A pointy, black helmet with a slide down mask materialized on his head and a tight, black and green body suit appeared on himself, the Omnitrix appearing on his chest, completing his transformation.

"Hang on, Spectra! I'm coming!" XLR8 cried as he shot off like a rocket after Spectra, his balled feet sliding easily through the darkness as his long, whip-like tail kept him balanced. But no matter how fast he ran after Spectra, he never seemed to get closer; if anything, he seemed to actually be traveling backwards as Spectra was dragged off into the abyss, nothing more than a pale, white dot until she vanished from existence.

"Spectra? Spectra!" XLR8 wailed as the Omnitrix timed out and returned Ben back into the black void that surrounded him and seemed to ooze into every nook and cranny of his body, filling him with a sense of ice, cold dread. A sudden shaft of light clicked on over his head, a bright, hot spotlight that blinded his eyes until he got use to it; somehow, the new source of light did not sooth Ben in anyway.

More lights clicked on in a large circle around him, appearing almost miles away, and yet Ben could see every detail clearly as a figure stepped out from the void and into each spotlight, glaring at Ben with dark eyes. Large, oak desks materialized out of a swirl of shadows in front of them, a pair of handcuffs suddenly appearing around Ben's wrists and pinning them behind his back as a desk appeared in front of him and a large, judge's stand formed in the center of the ring, facing Ben.

"Has the jury reached a verdict?" a booming, female voice sounded. Ben looked up to see a pale, green mask with feminine features floating over the right side of the judges stand; another mask, this one with deep wrinkles and more masculine features, hovered over the other side of the stand, a stern look on his face.

"We have." almost a hundred voices said in unison around Ben.

"Wait, Bellicus? Serena? What's going on here?" Ben asked the two personalities. "Where are we?"

"Playing innocent will get you nowhere, _boy_." Bellicus growled in a more furious tone than he usually spoke in.

"He never was the brightest," Serena mused, showing only a sliver of the compassion she normally ever showed. "We might as well review why he is on trial for his incredibly dimwitted mind."

"Motion denied." Bellicus grumbled.

"Ben? What say you?" Serena asked, dropping the furious act for a second to look at Ben with the first kindness he had seen since arriving in this strange place.

"Please! Tell me!" Ben yelled.

Bellicus mumbled something under his breath before finally surrendering. "Fine. Motion carried."

"You, Benjamin Kirby Tennyson are on trail for your many deeds and tasks," Serena began. "Not only have you abused the Omnitrix and its many transformations-" the Celestialsapien personality was interrupted by a chorus of angry yells and bellows that Ben quickly recognized as his many transformations, all screaming for Ben's blood. "But you have used and betrayed every ally and friend you have ever encountered, Bellicus and I included." Serena went on, her lips turning down into a stern frown.

"All caught up, _boy_?" Bellicus frowned as Ben looked around to see everyone from Rook and Grandpa Max to his own parents, Gwen, and Kevin. Even Zed was giving the evil eye, gnashing her teeth together as if she wanted to feel his bones between her jaws. And if looks could kill, Ben would have been little more than a pile of ashes when he saw that every villain he had come across from Vilgax and Eon to Zs'Skayr and Maltruant were all glaring at him, roaring for his death.

"You have also heartlessly played with the force of love with many young girls that have suffered ever since they met you," Serena added as Ben turned around to see his ghouls and many more glaring at him with hurt and pained eyes, a few of them not even daring to look at him; dangling above them with her body limb and bloodied was Spectra, a Detention Chain wrapped tightly around her neck like noose.

"No! I didn't do any of that stuff!" Ben protested as a Detention Chain rattled from the darkness and lashed out, wrapping itself around one of his wrists and snapping the handcuffs.

"LIES!" Bellicus roared.

"I didn't do anything! Honest! I'm a hero, not a villain!" Ben argued as another Detention Chain grabbed his other wrist, forcing him down to the ground.

"Lying only makes the punishment worse, Ben." Serena shook her head sadly.

"I'm not lying!" Ben yelled as four Detention Chains wrapped themselves around his neck and forced his head to the ground.

"Shut it, Ben!" Clawdeen snapped. "If you had used that rock-for-brains head of yours, Spectra would still be alive!"

"Take your stupid watch and go back to where you came from!" Nefera demanded.

"But I-" Ben started.

"Why should we take him!?" Kevin roared. "We don't want him anymore than you do!"

"If I may offer a solution?" Azmuth piped up, a serious ticked and angered look on his face as he walked up to Ben.

"Oh, thank goodness it's Azmuth!" Ben breathed.

"Do not get your hopes up, Tennyson." Azmuth spat. "I am not here to alleviate you of your long deserved punishment." he frowned as he walked over to Ben's left wrist and waved his hand over the Omnitrix. The device shuddered and beeped for a few seconds before detaching itself from Ben's wrist and into Azmuth's hands.

"I had expected better of you, Tennyson," Azmuth shook his head with disappointment. "I should have known better than to trust you. Paradox?"

"It would be a pleasure." the Time Walker appeared through a swirling, blue portal before he suddenly whacked Ben over the head with his cane. "I really expected more of you, Benjamin. I guess I was wrong. Oh, well, time for your eternal punishment. I hear Hades has a special one just for you." the Time Walker gave a small, dark smile as everyone in the black void sneered and cackled at Ben's misery.

"Benjamin Kirby Tennyson! You have been found guilty of all charges!" Serena and Bellicus announced in unison.

"Wait, don't I get a lawyer or something!?" Ben asked panicked.

"Don't even think about it, kid," Chadzmuth frowned from under his spotlight. "I'm the universe's best lawyer and there is no way I will tarnish even _my_ reputation with the likes of _you_." he growled with a form nod.

"If that will be all . . ." Paradox trailed off, clapping his hands; one by one, the spotlights blinked out like fading stars, the figures underneath them vanishing into the shadows with them, maniacal smiles and grins plastered on their faces. Ben desperately turned to each spotlight before it blinked out, hoping that someone would help him and at least put in a good word for him; but no one ever did. Even Serena, the Voice of Love and Compassion, the one who had shown only the tiniest bit of kindness to Ben ever since he came to his horrid place, turned her nose up at him before the judges stand blinked out. Soon, there were only two spotlights left in the dark void; the first was Ben's. The second, was the single spotlight that illuminated Spectra's corpse.

"Do not look so surprised, Benjamin. After all, you've had this coming for a _long_ time." Paradox frowned as he grabbed the back of Ben's shirt and dragged him off into the darkness, Ben's eyes forever stuck looking at Spectra's bloodied body until her spotlight finally fizzled out and enveloped him in darkness.

* * *

Ben awoke in a cold sweat, his heart pumping like it was on fire and his pulse racing. He glanced with frightened, wild eyes to see that he was not in some black void being tormented for reasons unknown; he nearly collapsed from relief when he saw that he was in the guest room of Spectra's house with Jinafire curled up at his side and Jane snoozing at his feet; the spot that was usually occupied by Spectra was empty.

He sucked in a deep breath to try and calm his frayed nerves as he starred up at the ceiling, wishing he wasn't lying in bed, all comfy and cozy, while Spectra was no doubt rotting away in some prison deep within the bowels of Haunted High. Despite what the ghouls and Charmcaster constantly told him, constantly promised him, he couldn't help but think that this was all his fault. If he had just held on a little bit longer, gripped her hands a little bit tighter, Spectra would now be curled up beside him with everything as right as rain.

As if on cue, a loud roll of thunder rumbled overhead, the sound of rain echoing on the roof; Ben found it hard to believe that New Salem would be having rain in December but it apparently not that uncommon to have rain and snow in New Salem. With a heavy sigh, Ben slowly and quietly got up from the bed and pushed off the covers that had been laid over him, returning them to cover Jinafire as he set his feet on the floor and stood up. He sucked in another deep breath and grabbed his T-shirt that was flung carelessly over the desk chair, slipping it on before sneaking out the door and down the hall.

As much as he hated to admit it, going to the Ghost World alone was probably not a very good idea, especially since Principal Revenant and the Hall Moanitors would no doubt recognize him now. But he couldn't just sit still and wait until morning, when the ghoul's parents would not even suspect of them crossing over into another world or register their absence for a while; he needed to talk to someone. Talking to anyone in the house was out of the question, as it held bad memories for the time being. It just didn't seem to be the same without Spectra's usual smile or habit of floating in an out of walls without a care.

He quickly slipped on his shoes and left the house behind him as he trudged out into the cold rain, not even registering the cold water as it splashed down his back and soaked his brown locks. He quietly ambled along the sidewalks, splashing through puddles without concern or care as he crossed the quiet streets as he headed towards a certain address. He would have normally talked to someone like Frankie or Lagoona about this kind of thing, but he was not exactly eager to deal with an angry Mr. Stein at such an hour. And Lagoona, as patient and as kind as she was, was not a morning person. Nobody was at such an hour. That left him with one last person to try and talk to.

He quickly jogged across a crosswalk and down a row of houses towards an address he knew well. Ben soon came upon a Mexican style house with large pots on either side of the door with soaked cacti in them, their needles tipped with drops of water; he made his way around to the back of the house and scooped up a wet pebble in his hand before aiming it at the window at the top and launching it as hard, yet as delicate as possible.

* * *

Tap.

Tap. Tap.

Skelita stiffened and sleepily blinked her amber eyes and yawned, stretching underneath her covers as thunder rolled overhead. She sat up in her bed, wrapping her abuela's quilt around her as she turned her head to face the window of her bedroom, watching for a few second sas the rain drops pelted against the glass; the tranquil scene and noise almost put her back to sleep, almost made her forget how she had been woken up in the first place, almost made her forget everything and just slip back into slumber.

Tap. Tap. Tap. Tap.

Skelita jolted awake and climbed out of bed with her quilt still wrapped around herself as she sneaked over to the window and peered outside and past the rain drops that made beautiful designs on her window panes; down below in the yard, amongst the damp grass and howling wind, was a dark figure starring up at her. Skelita peered closer, pushing open her window and ignoring the rain and wind as it swirled around her and into her room.

"Ben?" Skelita gasped.

"Can we talk?" Ben asked over the roar of the wind.

Skelita cocked an eyebrow, but nonetheless gestured for him to climb up; instead of accessing the Omnitrix to turn into ChamAlien or Spidermonkey however, Ben merely climbed the tall tree that grew next to Skelita's house, his fingers curling around the branches as he hauled himself up and onto the first roof and climbing through Skelita's windows and out of the storm. The skeleton's room was rather simplistic, with a bed, desk, bookshelf, and dresser being the only major pieces of furniture within. On the walls were pictures of Skelita from her childhood and her family, her family necklace carefullyset over the top of her desk and out of harms way as Skelita patted the bed next to her for Ben to sit on.

"What troubles you?" Skelita asked, shifting the quilt around her.

Ben seemed to hesitate from speaking as he closed the window behind him and sat down on the ebd next to Skelita, as if afraid she would instantly turn him back out into the storm and go right back to bed without concern. "I'm . . . I'm having nightmares." Ben stammered.

"About what? Would this not be subject best discussed with Twyla?" Skelita asked, confused.

"I dunno," Ben shivered. "I just don't know."

"What ever do you mean?" Skelita asked, resting her bony hand on Ben's and giving him a pleading look that begged for him to let her help him get over what was troubling him. Ben looked into those kind eyes and gave a small smile before speaking, his voice cracking slightly as he launched into the story of Haunted High, never leaving out a single detail all the way up to Spectra's abduction.

"I keep having nightmares about her being killed," Ben sniffed, tears starting to well in his eyes as he held his head. "Everyone's there, even you, and they're all saying it's my fault. All my friends and family, they hate me and want to see me die. And what scares me the most is that . . . I agree with them." Ben lost his voice at this point.

"But it is not your fault." Skelita reassured him.

"I know, but I just . . ." Ben couldn't find the words to speak.

"I might be able to help," Skelita said with a small smile as she got up from the bed and shuffled over to her bookcase, her white bones seeming to glow in the darkness of her room as she bent down and peered through the different shelves before coming across the item she sought out and taking hold of it, walking back over to the bed and showing Ben her prize. It was a round, wooden wheel with tight, string spokes weaving towards the center, colorful feathers and beads woven into the string as a dul, orange gem hung suspended in the center loop of the strange object.

"What is it?" Ben asked.

"A dream catcher," Skelita explained. "This one however, is special. It allows one to enter an others dreams and view them like _el libro_."

"How is that supposed to help me?" Ben asked Skelita.

"I do not believe your Nemuina form can enter its own dreams, correct?" Skelita guessed. "And since none of us possess your Omnitrix . . ."

Ben sighed. "What do I need to do?" he asked.

Skelita smiled and gestured to her bed. "First, lie down. I will join in you in a few seconds to view yours dreams." she instructed as she got up onto the bed and stood on her tiptoes, hooking the wooden ring of the dream catch around a small hook in the ceiling; Ben lied down on the bed, Skelita joining him a few seconds later and lying next to him, wrapping her abuela's quilt around the both of them.

"Now close your eyes." Skelita went on as her own eyes fluttered shut; Ben did as he was told as the orange gem in the center of the dream catcher started to glow slightly. Ben suddenly felt himself become incredibly tired, his eyelids feeling like they weighed a hundred pounds each. He felt his head become lighter, and his vision became blurry as he nestled into slumber next to Skelita, putting a protective arm around her as both of them dosed off.

* * *

Skelita blinked her amber eyes and looked at the landscape around her. To say it was pretty bad was an understatement, to say the least. Her eyes widened when she saw the Boo York skyline on the horizon, the sky a fiery orange and red in color. But the beautiful scenery was not so beautiful upon closer inspection; the towering buildings were smoldering and crumbling with decay and age as the colorful sky turned out to actually be made from the large fires that raged off in the distance. What frightened her even more was that there was not the wail of fire trucks rushing to douse the flames, no screams of help or agony. Only silence.

She hugged herself tightly as a cool wind swept past her, kicking up dust and ruffling her pink nightgown; a loud rattling sound picked up as her bones clacked against each other. Skelita calmed her jittery nerves and took her first cautious steps in the desolate landscape, her white bones kicking up small amounts of dust in the charred soil. The lonely wind was the only thing keeping her company as she crept through the desolate wasteland, the smell of death and decay everywhere she looked.

"Not a pretty picture, isn't it?"

Skelita whirled around to see Feedback standing there, a grim expression on his face as his single, green eye starred at Skelita, as if waiting for an answer.

"No. No, it is not." Skelita agreed.

"Walk with me," the Conductoid sighed, gesturing with a plugged finger for Skelita to follow him; the young skeleton didn't know why she did it, but she chose to follow this strange alien through the barren wasteland and to listen to what he had to say. "This is my most common dream." Feedback suddenly said.

"This?" Skelita gestured to their miserable surroundings.

"Unfortunately." Feedback confirmed. "And that's not the worst part."

"What is?" Skelita asked nervously.

"This." the Conductoid merely said as he slapped the Omnitrix on his chest and waited for the invertible to happen as the green light washed over him. Everything about him began to change in one single way: it got big. It got huge. It got enormous as Ben's frame rocketed upwards towards the sky, dwarfing everyone below him and even making the tallest buildings look like nothing more than a collection of large boxes to him, His skin turned a pale, metallic white and red, large, thin blades growing out of her wrists and arms, fins sprouting from her waist, wrists, and shoulders. A large, thin red crest rose up from his head, adding to his height. Hard, metal knobs grew out from the corners of his mouth and he could feel a pair of organs forming in his hands, filling up with a sort of corrosive acid. The Omnitrix appeared on his chest, finishing the transformation.

"I can't change back." Way Big boomed, bending down and setting a hand down onto the dusty earth. With slight fear in her eyes, the skeleton delicately stepped out onto the To'kustar's outstretched fingers and braced herself as she was lifted up into the air next to Way Big's face.

"Do you always dream this way? Without your own face?" Skelita asked fearfully.

"Not always," Way Big admitted. "But they're never happy dreams if I'm even human."

"You do not have happy dreams?" Skelita asked, scared that such a person could have such a horrible thing happen to them.

"No," Way Big shook his head sadly. "It's always nightmares. I can't even remember the last time I had a good dream."

"But what about when you had a good day? Surely that would give you good dreams?" Skelita asked, almost begging for it to be true.

"The nightmares just come back," Way Big sighed, bending his body to sit down on a set of old buildings that had fallen in just a right way to make a smoldering throne for the mighty To'kustar to sit on and watch his world burn before his eyes. "They never go away."

"But . . . you always seem so happy . . ." Skelita trailed, utterly confused.

"A mask," Way Big sighed; he now had Ben's voice, a sudden change that did not soothe Skelita in any way. "It's all an act. Everything I do is a lie."

"B-but-"

"Except you and the ghouls," Way Big gave the smallest of smiles. "You've been the first rays of sunshine I've had in years, ever since I've had this thing strapped to me." he gestured to the Omnitrix to his chest. "And if I could go back in time and change anything, I still wouldn't."

"Not even to stop your nightmares?" Skelita asked, stunned.

"No," Way Big shook his head. "Because that would mean I would lose you. I'll endure through this horror show, if only to wake up and see all of your beautiful faces one more time before I come back to this hell inside my head." the To'kustar gestured to the inhospitable landscape around them.

"B-b-but-" Skelita stammered.

"I know." Way Big sighed, lowering his hand a bit and resting his hand on the arm of his ramshackle throne. "Now, may we wake up?"

"Uh, I don't know," Skelita said rather nervously. "Is it alright if I just stay here with you for a few minutes longer?"

Way Big blinked, stunned by the question before relaxing a bit. "I guess so," he sighed heavily. "A king does need a queen."

"King?" Skelita cocked an eyebrow.

"It's this dream," Way Big sighed wearily. "In it, I become ruler of the world after I unlock the Master Control of the Omnitrix and wipe out all life. Now, I rule over nothing but filth and decay, cursed to remain in my alien forms and protect nothing but death and destruction."

Skelita was trembling now, scared by what her lover was forced to come to every time he closed his eyes and tried to drift off to sleep. "May we leave now?" she gulped nervously.

"I thought you would never ask." Way Big, sighed, hauling his weight up from his throne and calmly strolling off through the wasteland of the earth.

* * *

Skelita's eyes snapped open as she shot up in bed, her breathing heavy and her heart hammering in her chest as Ben slowly awoke next to her, a weary look on his face as he sat up and wrapped a comforting arm around Skelita as she leaned into his frame.

"I can not believe you must go through with that every night . . ." Skelita barely whispered.

"You get use to it." Ben tried to crack a joke; neither of them smiled.

"Ben, if there is any way me or any of the other ghouls can . . . you can't keep going on like this . . ." she murmured.

"How can I not?" said Ben. "I've dealt with it for years, I can deal with it for the rest of my life."

"No, no you can't," Skelita shook her head. "Sooner or later, you will snap and . . ." she didn't want to think about what might happen. "You need help."

"One thing at a time, babe," Ben smiled sadly, kissing Skelita on the cheek as he climbed out of her bed and made his way to the window. "First I rescue Spectra. Then we deal with my nightmares."

"No, first we rescue Spectra; I want in." Skelita said in a firm tone that told Ben that there would be no arguments. Ben sighed, but surrendered as he opened the window, the storm having not let up in the slightest during their trip into the dream realm. "Good night." Ben said quietly.

Skelita gave a smile and, in a sudden flurry of movement, closed the distance between her and Ben and slammed her frame into his, pressing her lips to his own and hugging him tight. Quite use to a similar reaction, Ben snaked his arms around Skelita's waist, lightly rubbing her vertebrae and sending shivers up her spine as they eventually broke apart.

"_Buenas noches_." Skelita whispered as Ben pecked her on the cheek one last time before climbing out the window and back out into the storm.

* * *

Despite having the chilled wind blowing against his wet hair and having the rain soak through his clothes and chilling him to the bone, the down pour turning all the snow around him into slimy slush that soaked through his shoes, Ben much better than before. He felt like a great weight had been taken off of his shoulders with his talk with Skelita; it felt good to finally have someone else know what he suffered through every day, even if they didn't completely understand it completely.

With this in mind, he hurried back down the row of houses he had passed earlier and quickly scurried across the crosswalk to get out of the rain; now that he wasn't terrified of every little thing hidden in the shadows, he now realized that no sane person would willingly stay out in the pouring rain in December unless they were either distracted or actually liked the freezing weather; Ben was neither of those now as he quickly jogged up the sidewalk and back towards Spectra's house, trying to dodge slush filled puddles whenever possible to avoid totally soaking himself, despite the fact it was a lost cause.

He soon arrived back at Spectra's house within the hour, completely soaked to the bone and with his brown hair hanging heavily in front of his eyes. He slicked it back out of his way and quietly climbed up the creaky steps and under the dry porch, relieved to be out of the pouring rain as he shook himself like a dog to try and get as much water of him as possible, slipping off his shirt and wringing it out as best as he could. It was then, over the din of the pouring rain, rolling thunder, and crackling lightning that Ben heard a soft sound that most would have missed had they not been either lucky enough or actually looking for it.

Ben blinked and slung his wet shirt over his shoulder, the article of clothing his back with a loud slap! as he crept closer to the source of the noise; it sounded distinctly like sobbing. Concern crept over Ben's face as he moved forward on crouched legs, sort of waddling to hide his footsteps as he crawled the length of the porch and stopped near the end where the railing and house met at a right angle. It was here, pressed into the railing as far as possible that he found a rather familiar figure. He saw a white sweatshirt with green stripes stained with mud and what he hoped to Sphinx wasn't blood; a pair of smooth, black horns curved out and back from the skull in a perfect arc amongst greasy locks of dirty blonde hair. A pair of delicate looking hands tipped with sharp claws hugged the figure's knees to their head as a spaded tail wrapped around the body. A pair of bat-like wings ripped through the back of the sweatshirt, hugging the figure tightly; Ben noticed that other than said sweatshirt and a dirty pair of panties and bra, the figure was wearing nothing else. He recognized her instantly.

"Lilith?"

The figure flinched at the name and rolled its head up to look at Ben with watery, blue eyes. Lilith looked absolutely terrible, with one of her eyes blackened around the edges, her lips heavily split on one side, and her nose smashed in at a horrible angle, fresh blood mixed with dirt dripping onto the porch every now and then. "H-h-hey, hot stuff." Lilith said in barely a whisper.

"What are you doing here?" Ben asked with concern, sitting himself down on the porch next to her.

"After you left and that machine turned me and my uncle into . . . this . . ." she trailed off, looking at her hands with a horrified manner. "He could not stand the sight of me and disowned me. Kicked me out of the house in the most painful manner possible." she winced, rubbing her aching backside before heaving a big sigh, tears starting to come back to her eyes. "I've got no where else to go; no Normie will ever take me in for my monster nature and no monster will ever take me in for what me and my uncle have done to them." she sobbed, burying her head into her knees again.

Ben blinked and cautiously wrapped an arm around Lilith's heaving shoulders as she cried; the frightened girl quickly leaned into his frame and buried her head into his shoulder, sliding her arms around him and hugging him tightly. Ben found the gesture incredibly confusing; he had been the one to ruin her life, the reason her uncle had abandoned her and forced her out of the house to fend against the elements on her own. And yet, despite everything he had done to her, Lilith still sought comfort in him, holding him like a security blanket that would make her troubles all go away. He was use to hundreds of fan girls chasing him all over town, shouting the craziest and most inappropriate things to him. He was use to having stalkers follow his every move until he had to get a restraining order on them or scare them off with a rather nasty misuse of the Omnitrix. But it seemed this girl was hopelessly in love with him solely for the purpose that she loved him and did not want to gain anything by dating him.

"Do you want to come inside?" Ben asked after a while of the two of them just sitting there.

"Your ghouls wouldn't want me," Lilith sniffed. "They hate me."

"True," Ben admitted. "But you did try to kill them."

"I-I'm sorry for that." Lilith sobbed.

"But most of them are very forgiving. Sure, it might take a while to fully gain their trust again, but I'm sure they won't mind if you stay just one night." Ben reassured her. "Besides. I can't imagine wandering around town in nothing by your underwear and a sweatshirt would be very good for your health."

"R-really? Y-y-you'd take me in? After all I-I've done to you?" Lilith sniffed wiping her eyes with the sleeve of Ben's sweatshirt.

"I insist," Ben smiled. "But you're going to have to be on your best behavior."

"I-I promise." Lilith gave weak smile, hugging Ben tight again. "B-but, I feel like I should do something . . . like, to pay for my rent?"

"Don't worry about it." Ben told her, climbing to his feet and pulling her up. "C'mon. It's getting late." Lilith nodded and trailed after him, holding his hand firmly, as if it were the last life line she had in this world, and followed Ben through the front door and back into the house, a wave of warmth hitting her as the loud sound of pouring rain on the roof dimmed when the door closed shut behind them.

"Nice place you have." Lilith noted.

"Thanks. It's my friend, Spectra's." Ben whispered, quietly pulling her the stairs to the second level and tiptoeing down the hall towards the guest room that Ben currently occupied.

"B-but, I should sleep on the couch!" Lilith protested quietly.

"Nonsense," Ben shook his head. "I won't have you sleeping anywhere but in my room. Besides, the couch is kinda toast after Jinafire threw up on it. Literally." he added with a small smile; it was then that Lilith actually noticed the faint smell of burnt furniture in the air.

"And you are sure it is safe to sleep with a sick fire breathing dragon?" Lilith whispered. "And what happens if your ghouls wake up and see me?"

"Positive. She was much better after that last spill." Ben reassured the nervous monster hunter. "And as for the other problem, they'll have to answer to me; when Spectra's gone, I'm in charge of the house. They'll listen to me. In fact, stay as long as you need to." he added with a smile. Before Ben realized what he had said, Lilith slapped into him and sent both of them tumbling to the floor, Lilith's arms wrapped tightly around him and her lips pressed hard to Ben's.

"No one has ever done so much for me," Lilith told him after she broke away from him. "I am going to pay you back, whether you like it or not." she said with a firm smile, slipping Ben's sweatshirt off of her smooth frame and slowly sliding her nearly bare body against Ben's, lightly kissing Ben around his neck and collarbone, sliding her hands under his shirt and smoothly rubbing them over his hard muscles. Ben was hesitant at first, surprised to say the least, but surrendered anyway; Lilith wasn't going to stop until she satisfied she had thanked him properly anyway. Plus, she wasn't that bad looking either, now even more stunning thanks to her transformation.

Lilith slid her tongue out past her lips and traced them over the bare flesh on Ben's neck before lightly pressing her lips to Ben's again, startling slightly when Ben suddenly took control and pulled her closer to him, slithering his tongue past own lips and pleasuring her; Lilith moaned and pressed her body harder against Ben's body, her breasts squished against his chest. The monster hunter reached with her hand and grabbed Ben's wrist, sliding it from her back and to her breasts, slipping his hand into her bra and pressing it hard against her right breast, a moan escaping her lips as Ben roughly squeezed his hand. Lilith found her self slowly grinding her wet nether region against Ben's erect member, and nearly tore off both of their clothes and got it over with; she quickly restrained herself, reasoning that Ben would never go for something like that with someone like her, and resorted to pleasuring the both of them in their current way. She grabbed Ben's other hand and set it on her ass, moaning loudly and slithering tongue into Ben's mouth when he roughly squeezed her ass, curling a finger under her panties and snapping them, an act that made her jump slightly but made her want it all the more.

"You're making it almost impossible for me to simply not fuck you right now." Lilith smiled sexily, breaking their sweet kissing for a moment as her spaded tail trailed past her lips, wiping off a small amount of saliva.

"Hold your horses," Ben smiled, sitting up and pulling Lilith onto his lap. "First rest, then we'll see." he said in a mocking tone; Lilith's face comically fell but brightened when she kissed him full on the lips again and slipped off her bra, breaking the kiss and gently forcing Ben's face into her cleavage and his firm hands back onto her ass. She moaned quietly as Ben slowly licked light circles into her flesh, his hands roughly squeezing her ass and rubbing large, firm circles into her cheeks. By now, Lilith was in absolute heaven with the pleasure Ben was bringing her; and the fact that his ghouls were but a few feet away, oblivious to the world, made her feel all the more naughty as she ground her wet snatch against his member again.

"Naughty, naughty." Ben scolded her, kissing her on the cheek and climbing to his feet; Lilith smiled, but refused to detach herself from him, resulting in Ben placing his hands under her ass and hauling her entire weight into his arms as he sneaked through the door of the bedroom and set her down on the edge of the large, king sized bed that allowed for Ben and the ghouls to all sleep together with plenty of room to spare; Lilith sat back a little bit and slipped off her panties, stuffing them into her bra and rolling them up into Ben's sweatshirt before tossing them over to the door.

"Like what you see?" Lilith grinned upon seeing Ben starring.

"I probably shouldn't answer that . . ." Ben mumbled as he climbed back into Ben and took back his usual spot. Lilith gave a sexy smile and crawled over to him, shaking her ass and bedding down in Spectra's usual spot; Ben gave her a look that said he would only allow her to take the spot once. Lilith got the message and curled up in the bed beside him, snuggling her naked body in his frame and pulling the blanket back over him and her, leaving a generous amount on Jinafire.

"We've got to get you some clean clothes in the morning." Ben yawned.

"You don't like my new look?" Lilith grinned.

"I'm not complaining," Ben mumbled as he turned over and closed his eyes. "But the ghouls will most definitely have a thing or two to say."

"Is there anyway I can get to like me more?" Lilith asked, shifting her wings so that they lay more comfortably on the bed.

"The only way I can think of is to start with Venus," Ben murmured. "Hope you know how to sexually please a girl."

This thought would keep Lilith up for most of the night before she finally told herself to suck it up and take it; if it meant she could be with Ben, her one love, then she would do it. Even if that meant going _way_ out of her comfort zone.

* * *

Spectra gulped nervously as she was led down a long hallway by Present, with Future and Past cutting off any escape from behind her, stern expressions on all their faces; a Dentention Chain was wrapped tightly around her waist, giving something Present to pull on should she start to slow down for any reason. Spectra nervously bit her lip, wondering what her ghoul friends and Ben were doing right now. Were they plotting a way to rescue her? Were they going to march right back into the Ghost World to save her? Would Ben suddenly come crashing through a wall in some alien form of his to rescue her, fearlessly fighting off anything the Hall Moanitors and Principal Revenent might throw at him?

Or were they at the Maul, laughing their heads off while they sat back and drank and became merry, happy to have the annoying ghost that constantly poked and prodded into their personal and private lives gone for good? Was Ben cruelly laughing at her absence, glad to be forever rid of her? Was she doomed to remain in the Ghost World, forever tied down by chains? Her thoughts were interrupted when Present pushed through a set of tall doors, yanking her chain behind him and dragging her into a dark office; Future and Past took positions on either side of the door as Present stood behind her, a firm grip on her chain.

"_Well_ . . . Spectra Vondergeist . . ."

Spectra flinched when she heard the voice, wincing when she saw the Revenant's distorted image in a large, crystal ball that sat on her desk. "You certainly caused quite a scene." Revenent frowned; Present coughed out a mouth of confetti and Past ripped out a sticky cobweb from her massive hairdo. "Explain yourself." Revenant demanded in a sinister tone.

"Principal Revenant, I'm sorry I broke your rule bringing my friends to the Ghost World," Spectra shivered under the principal's intense glare. "But, look! I don't belong here! My school is Monster High!"

"Yes. Lets talk about this 'Monster High'," Revenant grinned maliciously. "You're not the only ghost who goes there?" she asked, looking at her fingernails and making a mental note to file them when she had the time.

"Well, no," Spectra admitted. "There are a lot of ghosts at Monster High! Every kind of monster is welcome!" she smiled.

"How . . . very . . . _progressive_." Revenant rolled her eyes with a sarcastic tone. "And what about your shape-shifting friend? If I remember correctly, shape-shifters are quite rare, almost extinct. How is it that he was able to change form so easily?"

"You mean Ben?" Spectra gulped. "He has a special device called the Omnitrix." she replied nervously.

"Hmmm. Tell me more about this . . . _Omnitrix_ . . ." Revenant ordered Spectra.

"W-well, P-principal Revenant, the O-omnitrix allows Ben to ch-change into a variety of s-super p-powered alien forms . . ."

"Aliens, you say? How interesting . . ." Revenant hummed with a suspicious grin on her lips. "I think we are done here. It's going to take you quite a bit of time to work off that Detention Chain."

"Uh, and how do I do that?" Spectra asked nervously, shrinking back under the principal's stern gaze.

"By completing ten thousand essays on the complete works of Ghostoyevski!" Revenant purred as Future handed Spectra a heavy armload of books. "And then doing it one more time." the sinister principal added with a dark grin.

"That could take forever!" Spectra protested. "When will I blog!?"

"I'm sure I don't know." Revenant frowned without a care.

Spectra sighed and turned around, floating towards the doors with a frown on her face as she went off to try and start her impossible task; she then suddenly remembered something. "Ms. Revenant, you haven't heard anything about any of your students haunting the Monster World, have you?" Spectra asked.

"Of course not!" Principal Revenant replied all too quickly. "There hasn't been a haunting since . . . since . . ."

"The Red Lady?" Spectra supplemented the words.

"Oh . . . yes. T-that's the one." Revenant shuddered, trying to keep a straight face. "Terrible. Just _terrible_." Spectra sighed and left the principal and the three Hall Moanitors in the office, sighing heavily to herself as she phased through the door and floated down the hall towards the detention room.

As soon as she had left, Principal Revenant dropped the trusting smile and hauled herself to her feet, pulling her crystal ball back to the center of her desk as her three Hall Moanitors floated closer, sensing a new assignment. "I had no idea there were so many students in the Monster World . . ." Revenant smiled darkly as she slid her hands carefully over the surface of her crystal ball, a wavering image of Monster High materializing out of the gloomy fog within the sphere. "I have a job for you," Revenant continued, turning to Past, Present, and Future as dark smiles crept across their faces. "Two, actually. One of which will enhance our . . . _attendance_."

"And what about the other one?" Present asked.

"More of a private project," Revenant smiled darkly.

"Knew she was going to say that." Future muttered under his breath.

* * *

"Alright, ghouls. How are we gonna save Spectra?" Clawdeen asked, banging a fist on the table; other students ignored the werewolf and went about this usual business of conversing with friends, cuddling with loved ones, or trying to force down the rancid creations that passed for meals in the Creepateria while also trying to lose any digits to said meals.

"_Aucun_. I am afraid not." Rochelle shook her head, her pink and silver bangs swishing back and forth in front of her face. "Perhaps we should alert Madame Bloodgood of Spectra's disappearance?"

"That won't do any good," Twyla shook her head, taking a short break before ruthlessly stabbing at her meal with a plastic knife; the unidentifiable glop snatched the knife away from the Boogie girl and quickly began to defend itself as Twyla attacked with a plastic fork, the two of the locked in battle. And the sad part was that the food actually seemed to be winning, despite having no brain. "It'll just create another huge problem with the other ghosts here. We need to do this without attracting any sort of attention.

"WAAAAAAAAA-AAAAAAAAAHHHHHHHH!"

Students suddenly screamed in panic and dived out of the way, tossing their unappetizing meals into their air and making their escape as Jetray flew blindly outside of the window, swooping around in unorthodox circles before suddenly smashing clear through the window and into the Creepateria, taking to flying aimlessly around the ceiling as he clawed at his face, trying to get something off of it. Upon further inspection, it appeared to be some sort of small rock monster with strange purple markings all over its body as it feverishly crawled and scampered around the Aerophibian's body.

"Gang way!" Jetray cried as he suddenly dived to the floor. All the ghouls jumped out of the way as Jetray crash landed on the lunch table, spilling all their meals onto the floor and landing face first in a pile of disgusting goo that thankfully didn't seem to want to eat his face. "Owwww." the Aerophibian moaned as the rock creature scampered out of the lunch room and down a hallway.

"Do I even want to know what that about?" Clawdeen asked, cocking an eyebrow.

"None of the ghouls are happy I'm letting Lilith stay at the house with us." Jetray mumbled as he staggered to his feet and wiped the Creepateria food off of him.

"Excuse me? Did I just hear what I think I just heard?" Clawdeen frowned.

"Look, how about we talk about this later, okay? The sooner we rescue Spectra, the better, am I right?" Jetray grumbled as the Omnitrix timed out and returned Ben to the world. "Aw, man." he whined upon seeing the broken window he would no doubt have to pay for.

"So, what are we gonna do?" Charmcaster asked as she strolled into the empty Creepateria, sidestepping the messy stains and piles of food that littered the floor and tables; she cast a warning glance at Ben and summoned a glowing bolt of mana into her hand.

"We're gonna march right back into that attic, head back to the Ghost World, and get our friend back, that's what." Clawdeen growled.

"Wait! You heard the new rule," Rochelle remembered. "No non-ghosts allowed."

"She's right," Twyla sighed. "If we go back, we might get Spectra into even more trouble."

"So, to go back to Ghost World, all you guys have to do is turn into ghosts!" Sirena said triumphantly. "Ready? And . . . GO!" Sirena waited with a big grin on her face, fully expecting everyone of her friends to suddenly somehow change into mostly ghostly ghouls like herself; so far, she got nothing but annoyed glares. "I see a lotta starring . . . but not a lot of turning into ghosts."

"Sirena, we can't turn into ghosts!" Draculaura rolled her eyes.

"_Si_. It is impossible. Loco!" Skelita sighed; Clawdeen cocked an eyebrow at Ben.

"Long story," he sighed. "Short version, she's coming with us."

"Great," Charmcaster rolled her eyes. "On the bright side, Revenant probably won't recognize her."

"We still have one problem" Clawdeen frowned. "We can't turn into ghosts!"

"No, actually, Sirena is totally right." Twyla piped up.

"Thank you!" Sirena smiled. "Uh, what am I right about?"

"Listen, if we're ghosts, then we're not breaking the rules if we go back!" Twyla explained. "And I know how we can do it." she said with a smile, pulling a small, black key out of her pocket with intricate designs in silver all over the handle. "Follow me." Ben and the ghouls all raised eyebrows at each other, but followed their shadowy friend nonetheless leaving the messy Creepateria behind as Mr. Ogrethor came lumbering in with a mop and bucket, grumbling obscenities under his breath. They strolled down a hallway, turning a left and then right before coming to a stop in front of a rather large janitor's closet just the right height and size for a large ogre to amble through; Twyla inserted her key into the lock, the inky black turning piece molding and melting to fit the key hole, and turned the key to the left then right and then twisting it in a full circle before twisting it to the right again. Twyla then grabbed the handle of the door and yanked it open, a gasp of surprise coming from the group as the door opened up into a large, spacious mansion; Twyla's house.

"How did you do that?" Skelita asked Twyla as they walked through the door and into the house, leaving Monster High behind.

"Simple. Boogie key." Twyla smiled as she pocketed the small item and pushed ahead of the group.

"Twyla, it doesn't matter how many times you have us over to the Boogie Mansion," Clawdeen sighed with a small smile on her lips when she saw all the doors hanging from the walls amongst hundreds of other mirrors, mysterious paintings, and the occasional family photo. "I get lost _every_ time!"

"Wait, where is Ben?" Rochelle wondered, glancing around and finding no sign of the Omnitrix-wearing boy.

"He was just here . . ." Sirena said with a creepy tone, like that of a story teller around a campfire at night; a loud knocking noise caught all of their attentions and they all turned to the noise coming from a small door in the wall that tilted on its side. With a cocked eyebrow, Charmcaster bent down and grabbed the small handle of the door, pulling it open to reveal Ben squished inside of s amll room on the other side. "I think I took a wrong turn." he grumbled before Charmcaster slammed the door in his face.

"What was that about!?" Skelita yelled.

"For bringing that Van Hellscream girl back home," Charmcaster grumbled. "Never want anything to do with him or her again."

"Just give her a chance, Charmcaster," Ben's voice came high above and the ghouls all tilted their heads skyward to see Ben now in another door in the wall on the opposite side of where he had been, far above the floor. "She's mostly harmless. Just like you, if I remember correctly."

"Hmmph!" Charmcaster huffed as Ben closed the door he was standing in and suddenly appeared in another door that was on the ceiling; Ben yelped and nearly fell to the floor before he managed to grab the door frame and haul himself back inside and closing the door behind him, reappearing in another door on the ground level this time with a startled look on his face. "Reminds of the little trick I played on Lilith." he smiled.

"Van Hellscream's mansion has Boogie Doors?" Draculaura cocked an eyebrow.

"Among other things." Ben replied grimly.

"He must have gotten them another Boogie Man," Twyla replied with a paler expression than normal. "Unlike most monsters, Boogie Men disintegrate into shadow dust upon death; those must be his trophies." she shuddered as Ben gave a disgusted face. Now that the ghouls were semi-use to the strange nature of Twyla's house, they followed the Boogie girl through it's layout, going down one hallway and somehow or other appearing in a door way on the second floor on the complete side of the room. It on like this for a while, traveling through seemingly random doors that confused Ben and most of the ghouls to no end, but Twyla seemed to know where she was going; Charmcaster didn't give the strange nature of the house a second glance, not even when they walked through a door that opened up on the ceiling and allowed them to defy gravity by walking across upper surface and through another door that led them back down to the bottom floor.

If it wasn't the doors that made someone's head spin, it was usually the mirrors. When one walked past them, their reflections would become distorted, turning Ben and the ghouls into skinny or fat versions of themselves or even giving them an entirely new look; one such mirror turned all the ghouls into Normie versions of themselves, but turned Ben and Charmcaster into monsters.

"Yikes!" Draculaura startled when they past a mirror that made every ghoul covered in disgusting sores and warts, their fingernails long and dirty and their hair tangled into knots and snarls. "For once, I think I'm okay with not having a reflection," she gave a small smile; it was then that she noticed a ghostly, floating orb in the reflection of the mirror, just above her clothes that seemed to be walking around with no one inside of them. "Still being haunted. Oh, goodie!" Draculaura sighed sarcastically. "_Not_."

They walked through more hallways, ignoring their twisted and contorted images in the mirrors as they traveled through more doors that led them to even more random parts of the Boogie Mansion; one door leading into a bathroom somehow got them into the kitchen, and another door that led into a closet somehow warped them onto the second floor and coming out of Twyla's bedroom. What got Ben the most however, was how the paintings that sat on the walls between the bizarre mirrors and plethora of doors not only seemed to follow their movements with their eyes, but actually move on their own, a few particularly mean ones giving Ben and Sirena some rather rude gestures.

"Your house is fun!" Sirena exclaimed happily, ignoring a painting that had given her The Finger.

"We're here." Twyla announced in her usual manner, gesturing to a tall set of doors that nearly reached the ceiling. She stepped forward and pushed open the tall doors, walking into a circular room with Ben and the ghouls behind her. The room was rather dark, the walls painted a dark gray in color that was only differentiated from pure black by a single candle-lit chandelier that hung overhead and cast a dim glow through the room. Instead of more doors that would undoubtedly get anyone lost should they step through them, there were instead shelf after shelf of glass vials and bottles, locked away safely behind glass doors. Inside of the bottles an vials were all manner of sand ranging from pure black to snow white and every other color in between; there was so much sand, that some actually seemed to mound together in piles on the floor as the high ceiling overhead made it seem the room was connected to every floor in the Boogie Mansion.

"Oh my ghoul," Clawdeen breathed. "What is all of this?"

"It's Boogie Sand. My dad use it for his Boogie Man work." Twyla replied from a top of a rather crooked yet seemingly stable ladder as she panned over the different cases and read the labels on each bottle. "Each one can turn you into a different monster. We just need to find the one that says 'Ghost' on it."

"Is this it?" Sirena asked, her fingers curled around the top of bottle with green sand inside. The bottle quickly slipped through her translucent fingers and smashed to the floor at Rochelle's feet, covering in a noxious green cloud. "Oopsie!" Sirena apologized.

"No, I do not think that was it." Rochelle remarked, glancing over her new form, a large, gray mass of jello-like liquid.

"Blob creature." Ben casting a look at the gargoyle-turned-blob before peering it at the many bottles locked away behind the glass cases.

"What about this one?" Sirena asked from above Ben's head. Ben had approximately three seconds before the bottle slipped through Sirena's fingers again and smashed to the floor in front of him, covering him in a yellow cloud of dust and smoke before settling.

"Ugh, what was that?" Ben coughed, waving his hand in front of his face.

"If I had to guess, I'd say Sasquatch sand." Charmcaster grinned. Ben blinked and looked down at himself to see he now had massive, muscular arms and hands covered in layers of thick, shaggy fur, massive feet tipped with sharp claws, and was wearing a torn version of old pants held up only by an old piece of rope. "A perfect look for you!" Charmcaster laughed.

"Oh, yeah? Well what about this?" Ben snarled in a deep, gravelly voice as he smashed his large fist through the glass cabinet behind him and picking up a bottle between two thick fingers before chucking it at Charmcaster's boots, a smirk traveling over his face when the bottle exploded and covered her in a pink cloud.

"Not funny, Ben!" Charmcaster shouted, clearing the smoke from around her. "And what did you just do to me!?"

"If I had to guess, I'd say I just turned you into Gargoyle." Ben grinned a toothy smile as Charmcaster looked over her new, stone features. Her spade tipped tail skidded loudly across the floor, her new, broad, stone wings flapping angrily as she grabbed another vial and threw it at Ben, a look of worry crossing her face when the bottle smashed at both Ben and Draculaura's feet, the both of them becoming enveloped in a cloud of orange smoke.

"What did you throw at us?" Draculaura hacked and coughed, waving her hands in front of her face. "And why is it suddenly so hard to breath?" she choked, her hands coming to her throat as a slapping sound caught her ears. She craned her neck around to see that her legs had disappeared altogether, fused together into a scaly, fish tail.

"Mermaids. It had to be mermaids." Ben coughed, sporting his own fish tail and webbed hands.

"Ben! Draculaura!" Clawdeen cried frantically, bending down and scooping up some of the sand on the floor before splashing it all over her ailing friends; unfortunately, some of the sand ended up on her too, engulfing all three of them in clouds of purple sand and dust. "Ugh, is this how transforming feels?" Clawdeen hacked.

"No, it usually involves less pain in the lungs." Ben told her as he towered over them and flapped his new dragon wings, smoking curling from his jaws as he swished his tail carefully on the floor. "Any particular reason why we're all different monsters, even though we got covered with the same sand?" he asked in a deep voice, bending his serpent-like neck down to look at the ghouls.

Indeed, each of the ghouls had somehow been turned into a different monster, with Draculaura now a magenta colored werewolf sporting her usual attire, Clawdeen as a were-cat (a fact that annoyed her to no end), and Rochelle now a plant monster delicately balanced on several root-like tendrils sprouting from her waist. Even Skelita and Charmcaster had been caught in the crossfire, with Skelita having been turned into a vampire and Charmcaster having been changed into a large Cyclops that was only a couple feet shorter than Ben's new form.

"The sand must have been mixed!" Sirena smiled happily. "Are you ready to change some more?"

"NO!" all of the mixed up monsters yelled at once.

"Rare and Ethereal." Twyla read a label to herself on a jar that contained a cyan colored sand that shimmered and sparked when she turned it. "Ghost sand." she smiled, turning around on the later to see her mixed up friends all starring at her patiently. "I'm not even going to ask." she murmured.

"How could you not hear any of that for the last few minutes?" Clawdeen asked in disbelief, slapping away her feline tail when it flicked her nose as Skelita ran her hands over her new arms and legs, not quite use to the fact she now had flesh over her bones now.

"I never knew having skin was so . . . bueno!" she exclaimed happily. "And having organs! Oh!"

"You guys ready to get ghosty?" Twyla asked as Clawdeen bent over and picked up a small journal from the floor, dusting off a layer of sand that had gathered on it from the small sand battle.

"_Qu'est-ce que c'est?_ What is that?" Rochelle asked Clawdeen as she lowered herself down to the werewolf's level and shakily set her feet on the ground as her tendrils bent so that they just barely touched the floor.

"I'm trying to write down everything that happens for Spectra," Clawdeen replied, closing the journal and tucking it away in her jacket. "This is gonna make a great story for her blog!"

"Yeah, that's great and everything, but I'd kinda like to be able to see with two eyes now." Charmcaster grumbled, scuffing her hoof against the floor and glaring at Twyla. "You sure this is gonna work?"

"You're a Cyclops now, aren't you?" Twyla smiled as she descended down the ladder. "You ready?"

"_Oui!_ So very ready!" Rochelle said with determination.

"Is this gonna be permanent?" Draculaura asked nervously, scratching at her fur feverishly. "How do you stand having this many fleas!?" she asked Clawdeen.

"Lots of flea bathes," Clawdeen replied as Charmcaster and Ben bent their massive, new bodies down to try and hear the conversation better.

"Yeah, yeah, until you use a different kind of sand." Twyla reassured Draculaura, opening the jar and pouring some of the sand into her friends waiting hands. "See, after we save Spectra and come back here, we'll use the other sands to change back to normal. Draculaura will use Vampire sand, Clawdeen Werewolf sand-"

"Do you have any Normie sand?" Ben asked as the Boogie girl poured some of the Ghost sand into his claws as Clawdeen curiously sniffed the sand in her hand, her nose twitching slightly; Twyla reassured him that she had some. Somewhere.

"Okay, then. Lets do this," Draculaura said. "For Spectra!"

Clawdeen sniffed.

"FOR SPECTRA!" everyone cried, as if rallying a war party to go storm a castle.

"On the count of three," said Twyla. "One-"

"_ACH-OOO!_" Clawdeen sneezed, blowing the powder out of her hand and consuming everyone in a cloud of cyan colored sand and dust.

"And three." Twyla rolled her eyes.

"Twyla, you're a genius!" Skelita smiled.

"Skelita, you're a ghost." Twyla noted.

"Check out our new looks! Totally haunting!" Rochelle grinned as she looked over herself. She had a faint blue glow around her shimmering image, a dark, cool gray dress that reached down to her knees with a silver belt around her waist; a faint skirt reached down to her ankles, silvery chains with a pink tint floating just a few inches above the skirt.

Clawdeen glowed a faint purple and wore a violet dress with golden belt and trim around the sleeves and rim, a pair of her gold heels on her feet and golden tinted chains shaped like crescent moons that hung from her shoulders and waist, floating about her like an octopus's tentacles.

Draculaura, naturally, glowed a pink bright with her black and pink locks tied back into a pony tail and with yellow chains hanging from a choker around her neck. She wore a sleeveless a pink dress that had so many little black bats all over it, it actually appeared to be black, dark pink flats, and had bat wing-like growths under her arms that might have helped her fly; if Whampire could only see her now.

Twyla glowed a soft white, looking the most ghost-like out of the four of them with a simple white dress with delicate cobweb designs that glowed a pale cyan and lavender in color; her belt was same color as the neutral gray chains that clipped to it and flickered about whenever she moved.

"I suddenly feel light headed." Charmcaster grumbled, her hands moving to her skull. The sorceress now glowed a deep violet in color, her hair pulled back into her signature ponytail with magenta and purple highlights She wore pink top over a single, white bodysuit with magenta designs trimmed in gold that formed hearts on her shoulders and hips. Alternating purple and lavender ruffles ran down from her hips towards her chain wrapped, pink boots; silver braces around her wrists glowed with intricate golden designs and a generous amount of chains were wrapped around her waist and small amount encircled her neck like a necklace with a small skull attached to the front.

"Oh, ha-ha. Very funny." Ben rolled his eyes sarcastically, his arms folded over his chest. He glowed with a slime green aura around him, wearing both white jeans with chains hooked into the belt loops and a white shirt. Over his shirt he wore a sleeveless, gray, leather jacket with lime green trimmings and he had green bands just before his elbows. On one hand he wore a long, white, fingerless glove that ran up to just below the elbow with a swirling DNA strand design, while he wore a regular, fingerless glove on the other, allowing him access to the ever present Omnitrix on his wrist. On his jacket he had a forest green 'X' on each shoulder. Around his neck was a small amount of chains with a similar amount wrapped his thick, knee high, lime green boots, and another around his waist; several chains attached to the back of his jacket made him look like he was wearing a cape, with his hair now a dark, ash gray and in a Fauxhawk. "Hmm. Never thought I could pull off the cape look." Ben noted, looking over his shoulder.

"It suits you well." Skelita smiled, looking over her own new form. Her black and marigold locks remained as they normally were, running down just below her shoulders and giving her entire body a frightful, orange glow as she floated above the floor. She wore a loose, black undershirt with her traditional family necklace around her neck, a sapphire dress pulled over her body and trimmed with fiery oranges. Despite having her bone limbs back, she a thin belt wrapped around her waist, a sparkling orange flower acting as the belt buckle. A small amount of chains were wrapped around her gray heels, alternating to look like Spanish flowers as a dark, red bandana encirled her head, trimmed with curved, rectangular chains that were slightly rusted.

"Alright, ghost guy and ghouls!" Sirena smiled upon seeing her friends liking their new looks. "Follow me back to Haunted High!" The hybrid turned to the door and pumped her tail, fully expecting Ben and the ghouls to be right behind her, determination on their faces as they raced off to save their missing friend. Instead, she heard a lot of startled yells and slight crashes as she turned around to see her most of her friends either stuck in one spot, accidentally phased through something, or trapped endlessly spinning in circles; only Ben seemed to have the least amount of difficulty, easily floating through the air for a couple of feet before accidentally phasing through a shelf and getting stuck inside.

"I can't stop spinning!" Draculaura wailed as she passed through Clawdeen and spun around in tight circles.

"I'm getting dizzy!" Charmcaster cried.

"_Ayuda!_ Help!" Skelita yelled as she crashed into Twyla and bounced off of Rochelle before drifting over to Ben and grabbing hold of his boot, yanking him free from the shelf and steadying the both of them as Ben helped Skelita drift down to the floor next to Sirena.

"Could be worse," Sirena mused as her friends continued to twirl and fly about in an unorthodox style. "Not sure how, but it could be worse."

"You always look on the bright side of things, don'tcha?" Ben sighed as Draculaura passed overhead and got stuck in the same case Ben had been trapped in moments ago. "Oi."

* * *

Spectra sighed and scribbled something on her notepad. After a few moments of looking over her words, she sighed again and tore the page lose from the rest, tossing it at the waiting garbage can and turning her attention back to her notepad; instead of hearing the familiar swish of paper hitting the bottom of the can, she heard the sound of it being unfolded and looked up to see the last person she wanted to meet.

"_'The Haunted Harold by Spectra Vondergeist'_. What's this, homework or something?" Porter asked, drifting over to Spectra.

"No," Spectra replied with a small frown, snatching the piece of paper out of his hands. "Just a blog idea I'm working on."

"So, you're like, writing for . . . fun?" Porter asked, completely bewildered. Why would anyone waste writing something they didn't have to? Sure, he could understand being forced to write down five hundred essays or a similar project, but it boggled his mind to think that someone, anyone, would willingly waste their time writing words on paper.

"Sure," Spectra shrugged, turning back to her notepad. "I love writing. It helps me-"

She was interrupted by a loud snore coming from Porter; the poltergeist gave a goofy grin as Spectra rolled her eyes and continued.

"It helps me figure things out," she explained, trying to be patient. "Makes me feel good. Work out my frustrations."

"You wanna work out your frustrations? You should try painting." Porter suggested, whipping out a pair of spray paint cans and twirling them around in his fingers.

"Uh, no thanks," Spectra declined politely. "Never been much of a 'paint on the walls' kind of ghoul."

"Suit yourself," Porter shrugged, floating off a short distance down the hall and ignoring Spectra as he shook the spray cans before beginning another master piece.

"Isn't that what got you Detention Chains last time?" Spectra sighed wearily as she peeked over Porter's shoulder to watch him deface another piece of school property.

"Relax," Porter grinned. "It's my locker." she told her, showing Spectra a rather rude painting of Principal Revenant's head.

"You should give writing a try," Spectra suggested, handing Porter her notepad and pencil. "Might keep you out of trouble."

Porter took the items from Spectra's hands, a grin forming on his face as he moved the pencil over the paper. "Hey, you know what? This is actually kinda-" Porter stopped his sentence right there and promptly fell asleep mid-sentence.

Spectra sighed and took her notepad and pencil back from Porter, drifting away from him and down the hall. "Good-bye, Porter." she rolled her eyes, casting a look at her notepad to see a rather beautiful sketch of her; Spectra sighed and rolled her eyes as she took a left and looked longingly out the barred window. How she wanted to leave this horrid place and return to the Monster World, to feel the sun on her translucent skin, to feel a warm breeze through her hair, to have Ben's arms wrapped tightly around her as he promised to never let her go. Spectra reached with a hand towards the window, turning her hand so that it just might fit through the bars of the window.

"AHH!" she jolted back, as if she had suddenly been electrocuted.

"Yeah, I've tried that too," Porter said, phasing through a wall. "But as long as you have that chain, you can't leave the school." As if to emphasis his point, he too slipped his hand through the barred window and got a shock. "YEOW! Gotta stop doing that."

"So, I'm trapped here with eternity?" Spectra whined. "With you?"

Porter flinched as she flew away from him and into a classroom, taking one of the two empty seats available; Porter followed her and took the other empty seat that just happened to be to Spectra's left, and took a sheet of paper from the detention attendant to begin working on his punishment.

"Okay, uh, I read the Ghostly Gossip." Porter admitted after a few heated moments of silence. "You're really good."

"You can read my blog here in the Ghost World?" Spectra asked with amazement.

"Inter-dimensional internet," Porter replied. "I, uh, managed to unblock a portal. Did a search."

"Okay. So now all of a sudden you think writing is a good thing? When you were just mocking me moments ago? And how did you even read it that quickly?" Spectra asked suspiciously.

"When you've been in detention as many times as I have, you learn to read and write pretty quickly," Porter smiled, earning a glare from Spectra. "Look, I'm . . . I'm sorry I said it was boring." Porter admitted.

"I believe your exact words were-" Spectra promptly fell asleep on her desk, snoring loudly for a few seconds before Porter gently kicked her awake to avoid getting in trouble with the attendant.

"Something like that," Porter shrugged his shoulders. "So, uh, what's with all those edited photos?"

"What edited photos?"

"You know, the ones with all the strange creatures in them?" Porter explained.

"Oh, those aren't editted. That's my boyfriend." Spectra smiled.

"You mean the guy who can change into a ghost and a monkey?" Porter asked.

"They're aliens, if you must know," Spectra huffed. "And he can turn into a lot more than that."

"Are you sure you didn't hit your head or something?" Porter wondered.

"I am not crazy!" Spectra suddenly shouted.

"Shhhhhh!" Porter hissed, pointing at the teacher that was glaring at them; a disembodied head sat on the desk watching over the class while the body flipped through a book. "Look, I don't want to be on the business end of your boyfriend's magic watch, okay? I was just going to ask for your help. With journaling."

"I'm not following." Spectra frowned, the edge in her voice gone for the moment.

"Principal. Revenant." Porter whispered through gritted teeth when the teacher's disembodied head cleared its throat (do I really need to say it?) and glared deeply at them, the body giving both of them the 'I'm watching you' fingers. "I know she's up to something," Porter went on in a hushed voice. "Something bad. I want your help to . . . find out what it is."

"Are you sure it's not just because you don't like her?" Spectra asked suspiciously. "Back at Monster High there's this ghoul named Toralei, and she-"

"No, no, no. It's something else," Porter reassured her, glancing at the teacher before shifting his desk over closer to Spectra. "All the rules and chains she gives out, there's got to be more to it than just handing out detentions. It's worse than its ever been. It's not fair. It's not right!" porter raised his voice, slamming a fist onto his desk and drawing the teacher's attention.

"I gotta find out why," Porter whispered after a few minutes of work to get the teacher to stop looking at them. "I need help. I need someone smart, like you, to help me."

Spectra blinked and processed the thought; it couldn't really hurt to do some digging around her old school to find out why things had changed ever since she left. Plus, it would make for a very interesting story for her blog. "So, you really like my blog?" she asked Porter with a small smile.

"Yeah. It was really informative," Porter admitted. "Hey, what are were-fleas? And what's an Omnitrix?"

* * *

Venus grunted as she stood on the later, reaching up as high as she could with the corner of a large banner in her hands.

"Aaaaaiiiieeeeeyyaaahh." Ghoulia moaned, gesturing up a little more.

"I'm up as far as I can go, Ghoulia!" Venus yelled, stretching herself up just a few inches more. "C'mon, Jane, you of all people should be able to do this!"

"I'm no giraffe expert, but I think that's as high as she go." Robecca said, digging her metallic fingers deeper into the indigo mane on the giraffe's neck. "And me without any rocket fuel to use my boots." she added as she inched her body upwards.

"Iiiiiieeeeyaaaaahhaa." Ghoulia moaned, giving a thumbs up.

"Finally," Venus sighed, taking in a deep breath before coughing lightly and spitting something a sharp, blood red thorn from her throat and at the corner of the banner, pinning it firmly to the tree branch. She hacked a few more times and spat out a few more thorns to make sure the banner stayed in place before turning her head to do the same thing to the other end of the banner.

"Nice trick, luv," Robecca smiled as Jane bent her long neck back down to the ground to let Robecca off. "Too bad we didn't have any of that in the future."

"Hey, ghouls! How're the party decorations coming?" Frankie asked, a large cake in her hands. The cake was mostly covered in bright green frosting with curly white frosting ringing the delicious pastry. On top, in the center of a ring of eighteen candles, was a crude drawing of the Omnitrix in frosting with the words "Happy Birthday Ben" in neat cursive writing.

"Just dandy, luv." Robecca gave her a thumbs up. "Nice work on the cake."

Frankie smiled. "Aw, thanks! It's a good thing Ghoulia told us it was Ben's birthday today."

"Very," Venus agreed. "And Mother Nature has give us a beautiful day to spend it on, too!"

"Hard to believe just yesterday it was all cold and blowing," Frankie agreed as she set the cake down on a table. "I swear, no matter how many days I'm alive, I will never get use to the weather here."

"Me neither, luv," Robecca agreed as Jane shrank back down to her original form and rubbed her aching neck. "What did you get him for his birthday ayway?"

Frankie blinked before cursing. "Oh, Sphinx! I knew I forgot something!" she said with exasperation.

"You didn't get him anything either, did you?" Robecca sighed, pinching her brow. "Well, that makes four of us." she sighed, gesturing to Venus and Jane. "And I'm sure there are a lot of other people who didn't get him anything either.

"Ayyaaaahhha" Ghoulia moaned.

"Well, of course you got him something! You knew when we didn't!" Venus argued.

"Eiiieeeahhah." Ghoulia shrugged her shoulders, checking something off of her clipboard before leaving to see how Holt was handling the dance floor and DJ station.

Frankie bit her lip; it had really come as a surprise across everyone when Ghoulia seemingly casually mentioned that it would be Ben's birthday in but a day, sending the ghouls into a frenzy to try and set everything up for Ben's special day. Everyone was chipping in wherever they could, setting up tables and equipment for the big party they were planning. The only issue seemed that not only were some people not accounted for, but it seemed not many people actually had the time or money to get Ben anything on such a short notice. "Well, we can't just give him nothing." Frankie mumbled to herself.

"I've got an idea," Venus said after a few awkward moments of silence that was only broken when Heath accidentally tripped over a role of wrapping paper and fell into the outdoor pool.

"What is it?" Frankie asked. Venus beckoned Frankie and the two other girls to her, whispering her idea and plan into their ears so that no one else would hear them.

"You're . . . you're sure that will work?" Frankie asked with uncertainty.

"Positive. No teenage boy could resist this." Venus smiled. "I think Nefera and Whisp will in on it too. They won't want to miss this."

"I-I-I dunno . . ." Jane said nervously.

"Trust me. If Ben's not bothered by her, he won't mind this one bit." Venus reassured Jane, jerking a thumb over her shoulder Lilith. The ex-monster hunter was sitting quietly at a picnic table underneath a tree missing any sign of foliage, her head tilted towards the ground as she hugged herself. Despite still being irked with Ben, the ghouls were kind enough to lend her bits and pieces of their clothes, Jinafire lending her a pair of pants and, after calming her down enough, Venus relented her hatred towards Lilith long enough to give her an extra set of shoes and an old shirt that she didn't mind losing to Lilith's new wings. "We'll back here an hour, okay? Jane, you go find Ben and try to keep him distracted at all costs."

Jane nodded nervously before shifting into a falcon and taking to the skies, soaring back out over the town of New Salem and leaving the ghouls behind to take care of the rest of the preparations. Without anything to do, Frankie cautiously walked over to Lilith and sat down at the table next to her, not saying anything before Lilith interrupted the silence.

"Come to yell at me too?" Lilith murmured without looking up.

"No," Frankie shook her head.

"Don't lie to me," Lilith frowned. "Everyone else but you, the shape-shifter, and robot has had their go. Especially the plant girl and mummy." she shuddered. "I never thought girls actually did that kind of thing."

"Well, you better get use to it," Frankie sighed with a smile. "Venus, Robecca, and Jane don't seem to be ready to break up anytime soon."

"Yeah," Lilith shifted uncomfortably. "I just wish Venus hadn't made me do it."

"To be fair, you tried to kill about half of us a couple Halloweens ago." Frankie told her.

"I'm not saying I blame her. I had everything coming at me," Lilith sighed, rubbing her aching temples. "I just wish they would forgive me for my mistakes."

"Well, I forgive you."

"What?" Lilith startled slightly. "After everything I've done to you, you'd just forgive me like that?"

"Of course," Frankie smiled, hugging Lilith lightly. "Everybody deserves a second chance, even you."

Lilith sniffed, a small amount of tears coming to her eyes as she returned the hug Frankie had given her. No one had ever really been kind to her in her childhood; certainly not her uncle, and she had hardly known her parents before they were accidentally killed in a car accident. Van Hellscream had taken her in as a little girl, feeding her with lies that it was the monster's fault that her family was gone, planting the seeds of hatred towards all monsters. It seemed ironic now that it was a monster of all people that was comforting her without judgment.

"Thanks," Lilith sniffed. "I needed that. Is there anything I can help with?"

Frankie shook her head. "Not off the top of my head. But if you want to help us in our surprise for Ben . . ."

"I'm in." Lilith said firmly. "And Gigi, I know you're there."

There came a startled yelp and the rustling of branches before an invisible figure fell out of the tree overhead and landed with a painful yelp at Lilith and Frankie's feet; the air around the figure shimmered for a few seconds and Gigi soon appeared rubbing her aching head. "How did you do that?" the genie moaned.

"I've had years of monster training," Lilith replied, helping the sore genie to her feet. "Plus, my new form gives me enhanced hearing; I could hear you breathing."

"And I thought werewolves had good hearing." Gigi mumbled under her breath. "How are taking being a monster anyways?" she asked, lightly tapping one of Lilith's new horns.

"I'm getting use to it, day by day." Lilith sighed, sitting back on the table. "What were you ding up in that tree anyways?"

Gigi shifted uncomfortably on the seat beside Lilith and Frankie, biting her lip nervously. "Let me guess. You were listening in to see if we could somehow get Ben to notice you?" Frankie asked.

"Is it that obvious?" Gigi wondered, ashamed.

"Not really," Frankie admitted. "Your dad just messaged me in my head."

"DAD!" Gigi yelled angrily, her face flushing a deep scarlet.

"What? I was just moving the story along! The readers are getting impatient!" Genie's voice came from out of nowhere.

"What is he talking about?" Lilith wondered.

"You learn to ignore it after a while," Frankie admitted. "And the only reason you and Ben are together with the rest of us already is because he think you aren't interested in him; you constantly shy away from him, and he views that as the sign that you just like him as a friend."

"It's not entirely my fault," Gigi argued. "Every time I work up the courage to tell him how I feel, something happens!"

"Can I help it that you have a messy lamp?" Genie's voice came from somewhere.

"For the last time, that was Whisp!" Gigi yelled; any passerby quickly assumed that Gigi was starting to lose it after being locked away in a lamp for a couple millennium. "So, how do I get Ben to notice me?" Gigi asked in a much quieter tone.

"Well, you could always help on the secret project . . ." Lilith grinned like the Cheshire Cat.

"I dunno, Lilith. I don't think Gigi's quite ready for that." Frankie warned the Jersey devil.

"I'll do it." Gigi said firmly. "Whatever it is." Lilith's grin broadened as she whispered into Gigi's ear, the genie's expression turning from one of jaw dropping-shock, complete embarrassment, and finally a look of utter nervousness on her face. "You sure that'll work?"

"Trust me. He won't be able to resist you." Lilith grinned.

"Yo, Frankie! Where do you want these?" Johnny Spirit interrupted, carrying a a box of strobe lights with Scarah and Operetta each carrying a generous length of extension cord.

"Over by the dance floor next to Holt's station," Frankie instructed, pointing in the general area. "Let me know when you're done."

"We'll have it done faster than you blink, don'tcha worry!" Operetta promised, following Scarah and Johnny to the dim dance floor that had been spread out in the middle of the small graveyard on the school property.

"Hey, Scarah?" Johnny asked as he set the heavy box down and stretched his arms. "What's the story about Spectra's blog? I need my updates." he said with a dramatic tone, clenching his fist.

"She hasn't been posting," Scarah replied, setting her set of extension chord down. "So not like here at all."

"If you ask me, that ghoul is more stressed than a- AAAAAAAHHHHHHHH!" Operetta suddenly screamed as she was suddenly yanked to their ground, her fingers clinging onto tufts of grass as she was dragged amongst the tombstones back towards Monster High with Johnny and Scarah in hot pursuit.

"Operetta!" Johnny cried, lunging forward and grabbing the phantom's hands as they phased through the front doors and crashed into a row of lockers before being pulled into the air by a dark, black chain that glowed a sinister blood red in color; Scarah dived to the floor and managed to grab onto Johnny's leg, pulling with all her might before she too was pulled into the air.

"Help me, Johnny!" Operetta wailed. "Don't let me go!"

"Baby, baby, BABY!" Johnny struggled, pulling back with every emphasis of the word before Operetta was yanked out of his hands. "BABY!" he cried before a black chain wrapped itself around his waist and pulled him after Operetta, Scarah not too far behind on their own chain. With most of the school either busy in classes or helping set up for Ben's party, no one noticed the three ghosts being dragged down halls and through walls before being pulled up into one of the school's many attics. It was then that the trio noticed they weren't the only ones being taken, with dozens of other flailing and panicked ghosts all ensnared in the chain's tight grip.

"AAAAAAAAAHHHHHHH!" the three of them screamed as they were pulled towards a pulsing, glowing portal in the ceiling; Johnny struggled against his chain, managing to grab an old globe to try and weigh himself down, but it was fruitless. Scarah latched onto the edge of an old trunk, but she was quickly pulled free and swept into the portal after Operetta, Johnny, and couple dozen other frightened ghosts that didn't seem to have any identity but were part of the student body anyway.

* * *

"Spectra, where are you going?" Porter asked as he rushed to catch up with the speeding ghost; when Spectra was determined about something, she seemed to move faster than mot other people around her. She rushed past towering shelves of books that twisted and turned at odd angles, somehow keeping their papery treasures nice and safe within their wooden prisons despite the fact that a few of them actually turned upside down.

"We're going to check our facts," Spectra replied once Porter had caught up to her. "This library has records of every ghost that's ever lived in Ghost World." she said, checking a book before setting it back on the shelf and swooping over to a floating computer terminal and typing away at the keys. "If Ms. Revenant is up to something, we might some kind of clue by looking into her past."

And so it went for what seemed hour after hour of searching through hundreds upon thousands of books. They riffled through the history of the school before setting off after all of the staff records and even going after the ghosts who had built Haunted High in the first place. They then started searching through the incredibly long list of every student that had ever attended Haunted High since it was first established, borrowing enough books from the shelves to building opposing forts and actually have a full scale battle should they so chose; Spectra kindly declined the offer when it was suggested by Porter.

"_Porter and Spectra cracking the case! Yeah!_" Porter sang in a hushed voice so that the ghost librarian with an ax embedded in his skull wouldn't hear them. "_Solving lots of mysteries all over the place! Hoo!_" the poltergeist drummed away on a set of books, throwing a wink at Spectra.

"I have a boyfriend you know," Spectra said without even looking up. "A very protective, shape-shifting boyfriend that will not hesitate to tear you limb from limb."

"Message received." Porter flinched.

"What are you doing anyways?" Spectra sighed, rolling her eyes and closing the book in her hands before grabbing another one and riffling through the pages.

"I'm working on our theme song!" Porter replied with his trademark grin. "All good duos need a theme song." he added, playfully elbowing Spectra in the ribs.

"So we're a duo now?" Spectra sighed, looking up from her book.

"Yeah! I paint and write the theme songs, and you do all the boring reading and writing stuff!"

Spectra sighed with a small smile before glancing back at her book, reading over the last sentences as her smile faded into a frown. "Nothing." she stated, closing the book and tossing it over her shoulder.

"Nothing bad about Principal Revenant?" Porter said with disbelief.

"Nothing at _all_ about Principal Revenant!" Spectra cried with exasperation. "There's no record of her at all! Like she never existed!"

"If there's no record of Revenant," Porter paused to flip through the first few pages of a book before chucking it over his shoulder and hitting the librarian on the ax. "Then that could only mean one thing! She's . . . she's . . . she's a g-g-ghost!"

Spectra frowned and floated away from Porter with an annoyed look on her face. "Funny." she said deadpanned.

"Come on, it was a little funny!" Porter said with protest, leaving their towering towers of books behind them; the librarian glanced up at the large skyscrapers of books and files before promptly fainting at the sheer sight of so much work to do.

"Seriously though," porter caught up to Spectra as they floated out of the library and down several hallways. "If there's nothing there, that totally proves that she's up to something!"

"I dunno," Spectra sighed as they turned down another hallway and came out onto the floor that encircled the central lobby of the school. "Maybe there's nothing to find. Maybe she really is just a regular principal trying to make a positive difference at her school and-" Spectra stopped in mid-sentence to gasp at something down below.

Porter followed her gaze and flinched slightly when he saw numerous ghosts in varying degrees of confusion and fright all glancing around at their new surroundings, chains all wrapped around their waists as they floated within the boundaries of the three Hall Moanitors. "Or, not." he frowned.

"Welcome, new students! Welcome!" Principal Revenant boomed, her large, terrifying head materializing in a plume of smoke that greatly frightened the students in chains before her.

"I know those ghosts!" Spectra whispered to Porter. "They all go to Monster High! What are they doing here? Why are they wearing Detention Chains!?" she asked frantically, grabbing Porter by the shoulders and shaking him.

"Stop! Can't . . . see . . . clearly!" Porter shouted loud enough for Spectra to herself down and let him go.

"I think you'll feel right at home at our school," Revenant went on, a dark smile crossing her face as she spoke. "We're always on the lookout to take in bright, new ghost students like you. Welcome to Haunted High!" she said with as much cheerfulness as she could muster. "Now, off you go then. You don't want to be late for Ecto-nomics." she added, disappearing in another column of smoke; the Hall Moanitors took their leave, leaving the frightened students alone in the lobby.

"Operetta! Scarah! Johnny!" Spectra whimpered as she floated down from the second level to speak with her friends.

"Spectra? So they got you too?" Operetta wondered. "Well, that explains the blog."

I . . . I don't understand!" Scarah cried, holding her throbbing temples. "One minute . . . Monster High, preparing for Ben's birthday party . . . the next thing we know we're pulled by these chains and locked up in the Ghost World!"

"Some kind of mandatory transfer?" Johnny guessed.

"I don't wanna be here," Operetta whimpered, shaking her head. "Johnny, I wanna go home!"

"Me too, baby. Me too." Johnny held Operetta tight, kissing her lightly on the head and holding her hand.

"Don't you ghosts worry! Spectra and I are on the case!" Porter announced, weak smiles coming to the ghost's faces.

Oh! This is Porter," Spectra explained, gesturing to her partner. "He's a paintergeist."

"We're a duo!" porter announced loudly.

We're not a duo," Spectra shook her head. "Just sit tight. We'll figure out what's going!" Spectra promised before soaring upwards and back up to the second level.

"_Duo!_" Porter sang before following her.

"Poor kid," Johnny shook his head. "Ben's gonna tear him to pieces if he sees this."

"He'll be all over him like Clawd on a T-bone steak!" Operetta agreed with a small smile.

* * *

"Ghosty Wolf, are you in position?"

"For the last time, I am not playig your dumb games!" Clawdeen hissed. "And I'm right next to you!"

"Sorry. I joke around when I'm nervous." Ben replied as he and the ghouls all floated above the roof of Haunted High. After an hour of slowly making their way back to Monster High and avoided being detected by any means, they had managed to slip through the portal and back into the Ghost World, hitching a ride on Reaper's boat when he wasn't looking and making their way back to Haunted High.

"Are we all set?" Charmcaster asked.

"_Si_. We are ready." Skelita confirmed.

"Right. We're going in." said Clawdeen, taking a huge breath before diving downwards and phasing through the roof of the school; it felt like she was passing through a freezer, a tingling sensation that ruffled her fur as she passed through to the other side, ending up in a wall, before she phased through a locker; Ben and the others were not too far behind.

"Alright, ghost guy and ghouls," Clawdeen said as they drifted down an empty hallway. "Lets find Spectra and get her back to Monster High before-"

RRIIIIIIIIIIIIIIIIIIIIIIIINNNNNNNNNNGGGGGGGGGGGG!

"That." Clawdeen finished as classrooms suddenly burst open all around them , hundreds of ghosts swooping and diving past them in their rush to make it to class on time and avoid getting the detentions that seemed to plague the school so. The ghouls were bumped and jostled until they were spung off their feet and spinning around in circles again, unable to keep floating in one spot.

"Oh, I knew we should have practiced more!" Clawdeen cried as she tried to right herself.

"I don't see what the problem is," Ben shrugged to Sirena. "We're not having any problems."

"That's because we weren't born ghosts!" Charmcaster snapped as her head phased through a locker. "And none of us have a magic watch on us!"

"Science." Ben corrected with sigh.

"WHATEVER!"

"Hey, Spectra's ghoul friends are back!" Kiyomi exclaimed with a smile on her face. "And it looks like they could use a little help."

"A fish flopping 'bout on the deck needs a little help, mate," Vandala sighed, shaking her head sadly. "Those ghouls need all the ghost help they can get!" she sighed, a small smile coming to her face when she saw Ben trying to pull Charmcaster out of the locker she had been trapped in. "Ahoy, matey!" she called out.

"Vandala? Kiyomi? Oh, man, are we glad to see you ghouls!" Ben sighed with relief as he finally pulled Charmcaster free of the locker. "Can you help us? Most of us aren't use to flying." Ben admitted, jerking a thumb to the ghouls that had managed to stop spinning for the moment but were having trouble righting themselves.

"T'would be a pleasure, matey! Yarrrr!" Vandala laughed as she floated over to Ben and clapped him on the shoulder. "Always good to have ya back on board, me hearty!"

"My, aren't you a chipper ghoul?" Ben wiggled his eyebrows, drawing a light blush to Vandala's face.

"If ya wanna see me real happy, change into another of them aliens!" Vandala requested, giving him a friendly wink. "C'mon, matey! What're you scared about?"

"Nothing really," Ben shrugged as he turned to the Omnitrix and cycled through the transformations before selecting a random one. "I just feel like I'm doing this to fill an empty void of some kind."

"Then fill away, matey!" Vandala grinned.

"If you say so." Ben smiled as he slapped the activation button and felt the green light wash over him, playing with his DNA and changing it into something new. Scales raced up his arms as his bones ground and shifted, webbing forming between his fingers as claws formed at their tips; his neck thickened as the scales raced to cover his body, six slits opening up in his neck as his jutted outwards and his teeth curved out of his jaws into huge fangs that overlapped each jawline. His eyes became glassy, as if they belonged to a deep sea creature as his forward pulsed and throbbed, like a giant zit was about to explode. And explode it did, a long thin rod sprouting from his forward with a glowing sac at its tip as his arms and legs chest swelled with new muscle tissue. Ben's feet suddenly wrapped around each other, fusing together into a skeletal rod of vertebrae as long, thin rods formed on the end, a sort of thin membrane forming between them and finishing a tail. Rusted braces with chains attahced to them materialized around Ben's wrist as bits of his flesh started to peel away to reveal white bone or red muscle; a green and white belt with the Omnitrix on it materialized around his waist, completeing the transformation.

"AHH! Geez, that is creepy!" Ripjaws panicked, looking at his skeletal bones. "Must be because I'm a ghost now." he mumbled.

"I imagine your much more handsome when you're alive, mate." Vandala chuckled as Kiyomi led the group through a wall that brought them into what seemed to be the pool' a tall tank of water of water rose above the surrounding bleachers, a crude diving board attached to one side as Sirena took the opportunity to dive in and watch as Kiyomi led the ghouls through simple movement exercises.

"Okay, ghouls, flying is just like swimming," Kiyomi explained as the ghouls all lined up in front of her. "Look to where you want to go, and try pushing your body to that direction. First, we go up." she instructed as she floated upwards, the ghouls copying her movements. "And then we go down."

"Heads up!"

The ghouls never caw it coming as a soccer ball came whizzing right through them, turning them all topsy-turvey once more, twisting them upside down and spinning around in tight circles much to Kiyomi's exasperation.

"Yeesh, they really could use the practice." Ripjaws shook his head. "And you really think I'm handsome?"

"As sure as a cuttlefish flies!" Vandala grinned as Aye floated near her head and cuddled up to her.

"You do know most cuttlefish don't fly, right?" the Piscciss Volann said.

"Aye, but that doesn't mean Aye can't!" Vandala laughed as the cuttlefish chirped happily. "C'mon, mate, show me what ya got!" she chided, swooping up into the air before diving down into the tank with a loud splash! Ripjaws pumped his bony tail and swam through the air after the ghost pirate, doing a tight flip in the air before plunging down into the pool next to Vandala, a toothy grin on his face.

"Nice one, me hearty!" Vandala laughed, bubbles gurgling past her lips.

"You ain't bad yourself," Ripjaws nodded. "I never thought a seasick pirate could swim so well."

"Well, all pirates learn how to swim in case, you know, we fall overboard," Vandala replied, nervously tapping her fingers together. "And, uh, could you not mention the seasick part? That's kinda . . . embarrassing."

"Sorry." Ripjaws apologized, falling silent as the two of them took the opportunity to watch Charmcaster and Skelita try to pull Rochelle out of Twyla's abdomen area. Unbeknownst to them, Sirena was watching from above with curious eyes, pumping her tail to move around in endless circles through the water. She was watching Vandala and Ripjaws float next to each other silence, wondering why they weren't already passionately making out right now; it was obvious that they liked each other, even to the smallest degree, even if they might deny it and say they were just friends. What Sirena couldn't understand the most was how nobody else seemed to notice the two of them together.

And then an idea formed in her head.

"Tag! You're it!" she cried as she zoomed past Pisccuss Volann and whacked him on the head with her tail and swam off to a safe distance away.

"Oh, you are on!" Ripjaws growled as the Omnitrix timed out and returned Ben back to the world. "Uh, maybe not." he slumped slightly. "Oh, well!" With that, he shot off like a rocket through the water, easily catching up to Sirena and just staying behind her as the hybrid swam up and down, left and right, over and under, and everywhere in between with Ben always staying just out of reach of her. She was so agonizingly close and yet so far, that it was pretty much all Ben could focus on, tuning out all of his surroundings and just focusing on Sirena's tail pumping up and down in front of him. He was so determined to tag her, to turn the tides on her, that he didn't see where Sirena was leading him, didn't see that smirk on her face, and couldn't slow down in time enough when Sirena suddenly jerked up and out of Ben's range; before he could even hope to slow down, he slammed face first into Vandala.

The two of them went flying, tumbling and turning through water before they managed to come to a stop, neither one of them daring to let go of the other until they were sure they were floating in one place and one place only. It wasn't until the dull pain in both of their heads died down that they realized what sort of awkward position they were in; not only were Ben's strong hands accidentally clutching tightly to Vandala's ass, but both of their lips had been smashed together under Siren'a deep smirk as she whistled.

"Um, uh, um-" Ben stammered, yanking his hands off of Vandala and pulling away from her, snagging her wide hat and handing it back to her.

"Oh, relax, you seaworthy shrimp," Vandala laughed. "Accidents happen! Uh, by the way, have you seen my leg anywhere?"

"You're what!?"

"My leg? You know, long, bronze item about as tall as my other one? Seen it around here somewhere?" Vandala described her missing limb.

"Is this it?" Ben asked, reaching beneath him and pulling up a smooth and intricately carved bronze leg that was about as long as Vandala's other ankle; the ghost pirate took the precious item without another thought and firmly planted it back into a metal ring that encircled the stump of Vandala's right leg right below the knee, screwing the leg back into place before thumping a fist on it a couple times to make sure it was back in place.

"There we go! Good as new!" Vandala smiled.

"How did you lose it? Your leg?" Ben asked.

"Born without it, I'm afraid," Vandala sighed unhappily. "Woulda liked to have lost it during some huge fight or raid, but I guess we can't all be you." she laughed before grabbing Ben by the jacket and yanking him towards her. "Now ready to try that again, mate?" she asked with a wide smile, sweeping off her hat before pulling it to the side so that it hid both her and Ben from view before she smashed her lips into Ben's, a shiver of pleasure running down her spine as she kissed him deeply. Being quite use to the sort of thing, Ben returned the kiss and hugged the ghost pirate tight against him, gently running his fingers through Vandala's hair as she slithered her hand under his shirt and around his back, pulling him in close before running her hands over his firm muscles.

"Aw, you guys are so cute!" Sirena cooed. "I'm a great matchmaker!"

"You are evil, you know that?" Ben grinned as a light pink blush crept across Vandala's face when they broke away.

"Consider me the newest member of yer crew, matey!" Vandala grinned, pecking Ben on the cheek.

"Wow, I must be getting good at this chick magnet thing," Ben cracked. "That's gotta be a record for how quickly a ghoul's fallen for me!"

"Technically, mate, I fell fer ya as soon as ya beat me back on the boat," Vandala smiled, resting her head on Ben's shoulder as she set her captain's hat back on top of her ocean wave locks. "Pirate tradition."

"Why am I not surprised?" Ben shook his head, phasing himself and Vandala out through the side of the tank with Sirena in tow; the ghouls were all looking at him with smirks on their face, Kiyomi's jaw dropped wide open and her face a bright green in color.

"Ben, you are too good at this kinda thing," Clawdeen shook her head, smiling. "Now, lets find Spectra!"

"You are so spooky sweet to help us out, Kiyomi," Draculaura smiled, shaking the noppera-bōout of her state of surprise. "You didn't have to do all of this."

"Yeah, Draculaura . . . I . . . kinda did." Kiyomi murmured quietly to herself as Rochelle spoke up.

"Now that I am weightless, there is something I just have to try . . ." she announced. "CANNONBALL!"

"Arrrr! Go fer it, mate!" Vandala cheered as Rochelle quickly soared up to the top of pool and rested on the diving board, bouncing up and down a few times before diving in with a gigantic splash that washed over the sides of the pool and doused everyone below.

"Now that's a splash!" Ben laughed, shaking his wet hair as Rochelle grinned.

* * *

Spectra nervously played with her hair as she and porter descended down the steps to the Creepateria to try and figure out what their next move might be. After seeing her ghost friends here in the Ghost World, and in Detention Chains for no apparent reason no less, her mind was a jumble trying to piece together the facts they knew about Principal Revenant, which was almost nothing. What were her motives for putting students in chains for unfair reasons? Why was she kidnapping ghost students from the Monster World? And just what in Sphinx could she and a paintergeist do about it.

" . . . I heard they wanna suck us up in vacuum cleaners and put us in cages and feed us crackers!"

Spectra didn't quite know what made her do it. She didn't know why she suddenly swooped over to a seemingly random lunch table holding a trio of frightened students that were badmouthing the Solids. But if there was one thing she was certain of, it was that no one hurt her friends in anyway, even if they weren't being specifically referred to. "Gossip is garbage! You have no idea what you're talking about!" she exclaimed angrily. "None of that is true! Those are just dumb rumors-" she paused in mid-sentence before silently fleeing the table and drifting across the Creepateria towards a table Porter had seated himself at; she could feel the startled student's eyes boring into the back of her head.

"Um, something wrong?" Porter asked with concern.

"No," Spectra sighed. "Just thinking about something a friend told me." the ghostly reporter replied glumly. "And she's right. Rumors and gossip can be very hurtful."

"Whoa, whoa. Isn't that what your blog is all about?" Porter wondered. "Gossip? Rumors?"

"Not anymore," Spectra announced firmly. "I'm finished writing gossip on my blog. From now on, I'm gonna report trustworthy news! And I'm calling it the Gory Gazette!"

"So, does that mean you'll take down all those stories you posted? Even the fake alien stories?" Porter asked.

"For the last time, Ben is real!" Spectra shot back. "You saw him transform last time he was here!"

"I'm not saying I don't believe you," Porter said, hands raised in surrender. "But I hit you pretty hard; I'm not sure if I was seeing things or not."

Spectra was about to retort when a loud sound met her ears, followed by a few startled screams and crashes. "WOO-HOO! This is better than riding the Salty Spectre on the Haunted Seas in a Spectral Storm! WOO-HOO!"

"Bad dog! Bad dog! Sit! Stay! Heel! PLAY DEAD! Uh, PLAY ALIVE!"

"GANG WAY!"

RRAAAAAAAAAAAAAAAAAAWWWWWWWWGGGGGGGGHHHHHHH!"

"Spectra! Look out!"

Spectra glanced up just in time to a large Vulpimancer with sickly green fur, twisted claws, yellowed teeth, and pieces of flesh missing from its side that exposed yellowed bones, leap off the overlooking balcony and land with a loud thump! on the table in front of her, bellowing loudly before happily licking her face and wagging its rear end as if it had an invisible tail; Vandala whooped as she jumped off of Wildmutt's back and flipped through the air, landing on the table behind Porter.

"Ben? Vandala what are you doing here?" Spectra wondered with a relieved smile on her lips.

"Over here, ghoul friend!" she heard Clawdeen's voice. Spectra looked with with wide eyes when she saw Clawdeen, Draculaura, Twyla, Rochelle, Charmcaster, Skelita, River, and Kiyomi all waving at her before they swooped out over the balcony and surrounded her, the Omnitrix timing out in a brilliant flash of light and returning Ben to the world.

"You're back!" Spectra cried happily, hugging Ben tightly before she noticed the slime green glow that encased her boyfriend. "And you're ghosts!"

"Yeah, long ghost story," Clawdeen gave a small smile. "But don't worry! I took notes!" Clawdeen's smile broadened as she took out her journal to show Spectra, a bigger smile creeping across Spectra's face at the prospect of such a wondrous story.

"But right now, we gotta get you out of that chain and back to the Monster World." Twyla turned the conversation back to the important matter at hand.

"Well, things just got a lot more complicated," Spectra bit her lip as Ben's expression deepened. "It's not just me. All of the ghosts from Monster High are stuck here too!"

"What!?" was the general word passed from ghoul to ghoul.

"When I get my hands on those no good Hall Moanitors, I'm gonna-" Ben started, making a throttling motion with his hands before he felt Spectra's hands on his shoulders; Vandala took the other shoulder, both of them telling their lover to calm down, though Spectra was slightly confused as too why Vandala cared.

"What do you mean?" Draculaura asked worriedly.

"It's Principal Revenant and those Hall Moanitors!" Porter growled, gesturing wildly to the three ghosts of Past, Present, and Future as they entered the Creepateria to make a round. "They're up to something." he frowned as Present floated up to a random student minding his own business.

"You there! Detention! It's against the rules to . . . to . . ." the diminutive ghost faltered, as if unsure of what he was saying as he quickly consulted a small rule back in his hands.

"Flying in a red zone!" Past supplied the words.

"Flying in a red zone!" Present agreed.

"Red zone?" the student wondered, utterly confused.

"Good one." Present whispered to Past.

"He's not gonna like that." Future informed his companions.

"What does that even mean!?" the student stammered.

"Told ya." Future whispered to Present as the short ghost whipped out his badge and sent a Detention Chain flying at the poor student.

"This is getting out of hand." Kiyomi whimpered as the Hall Moanitors cackled and moved on to their next victim. "They're giving detention for everything now. Look at how many chains there are in here!" Kiyomi exclaimed before jumping back, startled, as Present flew up in her face.

"Don't you know starring is against the rules?" Present frowned, jamming a finger at his book.

"Starring? No! I don't even have a face." Kiyomi smiled nervously, the illusion of her eyes and lips vanishing into smoky wisps before Present's eyes.

Then . . . talking back to a Hall Moanitor!" present quickly covered his tracks.

"That too, is against the rules." Future agreed.

"You can't give her detention!" Draculaura exclaimed. "She didn't do anything!"

Past frowned and tapped her badge before speaking into it like a walkie talkie. "Principal Revenant, we have a situation here." the old hag spoke into her badge before a plume of smoke suddenly exploded behind her and Principal Revenants head appeared, a deep frown on her bony face. "These ghouls," past pointed at the ghouls and Ben. "Are not ghosts. At least, they weren't before! These are Solids!"

"You've turned yourselves into ghosts? I need to know how !" Revenant demanded loudly. "You. Will. Tell me. How to turn Monsters into Ghosts!"

"Don't!" Porter whispered quietly.

"Stay out of this, paintergeist." Present warned him.

"Do it." Principal Revenant snarled.

Present nodded and pulled out his badge, aiming it directly at the group of ghouls and firing off a dark Detention Chain with a blood red glow at Draculaura. Time seemed to slow down as the chain moved through the air at Draculaura as most of the ghouls floated out of the way, Draculaura caught off guard at the last moment and unable to fly away. Just when it seemed the chain was going to tag her and trap her forever in the Ghost World, Kiyomi flung herself in the way at the last second and took the chain for Draculaura, not even flinching when its vile, metal body curled itself around her waist.

"Draculaura! Fly!" Kiyomi cried.

"Or in my case, run!" Ben yelled angrily, slapping the Omnitrix and relishing in the feel of the power that coursed through his body as the watch changed his DNA. Ben's fingers hardened into sharpened blades as a long, whip-like tail sprouted from the base of his spine and stretched out a couple feet. His toes ripped out of his shoes and melted into four claws, two in front, two in back. The ball of his heel crunched forward, moving under his foot bones and becoming perfectly round and smooth, suddenly separating itself from his foot and held there by his curved toes. Ben felt his skull stretch back into a sharp point and his legs bent backwards. A pointy, black helmet with a slide down mask materialized on his head and a tight, black and green body suit appeared on himself, rusted black chains attached to braces materializing on his wrists and ankles, even more chains crisscrossing themselves over his body and back as parts of his suit became torn and exposed rotted flesh.

"Stop those ghosts!" Revenant roared "And get me that Omnitrix!" The Hall Moanitors took chase after the fleeing ghouls, but before any of them could even phase through the wall the ghouls had fled through, XLR8 was in front of them, taunting them and shaking his tail in their faces. "Nah-nah-nah-nah-nah! Can't catch me!" the Kinceleran teased, sticking out his tongue at the three ghosts before zipping away. The Hall Moanitors gritted their teeth and flew after the Kinceleran, determined to teach the annoying speedster a lesson as he easily evaded them and ran through walls and floors, utterly confusing them.

"Go right!" XLR8 heard Porter cry. Without any idea of which way he was heading, he followed the sound of Porter's voice and came right through a wall as the ghouls passed him, nearly crashing into Vandala before ran up the wall and defied gravity by racing along from there, taunting the Hall Moanitors by leading them down other hallways and back tracking before catching up with the group.

"There! In there!" Porter cried, jamming a finger at an old bookcase; the ghouls followed without complaint as XLR8 zipped in after them, having ditched the three Hall Moanitors a long time ago. The Kinceleran breathed a sigh of relief as he relaxed a little, senses still alert as the Omnitrix timed out and reverted him back into Ben.

"Porter? What is this place?" Spectra asked nervously, glancing at the old chains that hung from the ceiling and the old book cases stuffed with rotting paper jammed between ancient columns. Old, wooden arcs held up the arched ceiling, keeping it firmly in place as the ghouls quietly drifted down the long hall towards a round, circular outlet; a pair of cobweb covered chandeliers that hung overhead on ancient chains clicked to life, dousing the room in a faint, blue glow. "Un boo-lievable." Skelita breathed.

"Geez, talk about artistic creativity." Charmcaster marveled as the glowing lights revealed hundreds of beautiful murals on the stone arches and walls; most of them contained unidentifiable swirls and shapes of gorgeous and wild colors, while others depicted sunny fields and imposing mountains that seemed rather crude, as if the artist had to guess at what they actually looked like.

"It must have taken ages to paint all this." Twyla said quietly as everyone starred at the works of art that dotted the hidden room.

I knew you were an artist," Spectra gaped. "But . . . I didn't realize . . . wow." Spectra was at a complete and utter loss for words as Porter gave a small smile; Ben frowned slightly before turning his attention back to the colors that adorned the ceiling and walls.

You ghouls will be safe in here," Porter reassured them. "Nobody know how this room but me."

"What is all this back here?" Rochelle asked, pulling back a curtain to reveal an ancient pile of junk covered in tarps and cobwebs.

"Just some furniture here when I found this place." Porter shrugged as Rochelle yanked the curtain open wider for everyone to see; a decrepit writing desk starred back at them, covered in layers of cobwebs and ghostly spiders that glowed a dull yellow in color as they skittered away in fear. "Never had any use for it." Porter added.

Ooooh! Such a beautiful, antique desk!" Spectra admired, placing a hand on the dusty wood.

"So, why do you think Principal Revenant went all crazy about turning Monsters into Ghosts?" Clawdeen wondered.

"And lets not forget the Omnitrix," Ben added, holding up his left wrist. "Though I don't a school principal might have much use for this thing."

"What does she want with that Boogie Sand?" Kiyomi wondered; everyone stopped dead in their tracks and turned to face the noppera-bō with mixed expressions, most of them raised eyebrows.

"We didn't tell you about the Boogie Sand." Twyla frowned suspiciously, sharing a look with Clawdeen as Kiyomi's face flashed a mixture between a bright violet and deep orange.

Wow! Kiyomi, you were there!" Draculaura realized. "You were the orb at the Boogie Mansion! You're the one haunting me!" she exclaimed as Kiyomi's face flashed a deep blue.

"I-I'm . . . uh, I . . . yes." Kiyomi surrendered.

"I knew there was something up with that ghoul!" Clawdeen announced proudly.

"I don't remember that." Ben whistled before Clawdeen threw him a look. "Uh, no wait! It's coming back to me."

"I'm so sorry." Kiyomi whispered, seeming to fold in on herself as she sank to the ground.

"But why?" Draculaura asked.

"I-I wasn't trying to haunt you. Or scare you." Kiyomi added from the ground, Draculaura drifting down to rest on her knees as Kiyomi explained everything. But I . . . love what I see at Monster High. You all are so cool with you're freaky flaws," she gestured to Ben and Charmcaster. "So nice to each other," she gestured to Rochelle, Twyla, and Skelita. "And, talk about fangtastic style!" she smiled at Clawdeen and Skelita.

Well, we are pretty stylish." Charmcaster said proudly as Draculaura blushed.

"I use to be so shy," Kiyomi sighed. "But spending time with you ghouls at Monster High . . . I don't know, maybe I feel more . . . colorful!" she smiled weakly as her body flashed a rainbow of colors; Draculaura smiled and hugged Kiyomi as the ghost flashed a mixture of bright pink and yellow. "I wanted to tell you, but then Spectra got Detention Chains and I felt so guilty because I was the reason you all came here in the first place." she whispered, her skin turning a sickly green.

"It's not your fault Kiyomi," Draculaura said firmly. "It's that no good principal!"

"So does this mean I can give her the old one-two?" Ben asked; most of the ghouls all glared at him, though Vandala and Charmcaster seemed more than ready to support his idea.

"What are gonna do?" Clawdeen wondered.

"Si. We can not hide in here forever." Skelita gestured the ancient stone columns around them.

"No we can't. This has to stop." Spectra agreed. "I'm going to go talk to her." she annnounced.

"Whoa! You can't!" Porter protested.

"Someone has to make Principal Revenant realize she's going too far!" Spectra argued.

"But she's . . . scary!" Porter battled. "She may do anything!"

"Anything she might do can not be worse than what I am going to do to you if you do not back off." Ben warned, floating over to Spectra's side. "If she wants to do it, she's gonna do it."

"I already have Detention Chains," Spectra agreed. "How could it get any worse?"

"I could . . . lose you." Porter flinched under Ben's cold gaze.

"Whoa. Bad boy's gotta a soft spot." Twyla said quietly.

"And that spot is going to get very bruised too." Skelita flinched upon seeing Ben's stormy eyes that seemed to drill their way into Porter's head and imagine the most horrible way to hurt him while keeping him a live; he really had changed ever since coming back from the cold, dark future.

"I'll be fine, Porter," Spectra reassured him. "I have to do this. For them." she smiled weakly at her friends before floating back out towards the entrance and leaving the hidden sanctuary; moments after leaving, Ben followed without another word.

"So, uh, I'm just gonna make sure they're gonna be okay . . ." Porter trailed off. "You guys wait here." he added quickly before chasing after Spectra and Ben.

"Poor Porter. We hardly knew ye." Charmcaster shook her head.

"Ben won't really kill him, will he?" Draculaura asked nervously.

"That I can not promise you." Clawdeen sighed. "All I can say is that I home Porter knows this school as much as he claims to."

* * *

Spectra carefully crept towards Principal Revenant's office with Ben watching her back, hand raised over the Omnitrix and ready to do battle at the slightest sign of danger as Revenant's loud, angry voice could be heard from behind her locked doors.

"You've lost them! GAH!" Revenant's voice boomed as she berated the three Hall Moanitors. "To be able to turn all Monsters into Ghosts and change my own form at will! Exactly what I need! I'll double our attendance!"

Spectra gasped and scribbled down some notes on her notepad as Ben pressed his ear to the door and Present spoke up. "But, won't the students become . . . suspicious when they see so many new students arriving at Haunted High?" she heard the diminutive man inquire.

"Ahh, leave the students to me," Revenant chuckled from behind the door. "There is power in gossip. I will manage the rumors."

"Did you get all that?" a deep voice suddenly piped up. Ben and Spectra jumped and startled, tumbling through the doors and into Principal Revenant's office as Future appeared behind them, a ticked look in his eye as he swiped Spectra's notepad from her.

"Well, well. What do we have here?" Revenant purred, spinning around in her chair with her fingers resting together and a sinister look on her face.

"Somebody fancies herself a jojo reporter," Future replied, stuffing the confiscated notepad into his breast pocket. "And I don't think we allow pets on campus." he added upon seeing Ben.

"Hey!" Ben snapped as he and Spectra climbed to their feet, a very interesting detail catching Spectra's attention as Revenant floated up and out of her seat to tower over them, a loud rattling sound accompanying her as she moved.

"You're-you're wearing chains!" Spectra stammered, pointing a finger at several black chains wrapped tightly around Revenant's feet that glowed a dark red in color.

"I'm wearing _a lot_ of chains." Revenant corrected as an even louder rattling sound filled the misty office, a gigantic ball of chains the size of a small minivan being pulled out of the mists and into a view. "Do you like them?" Revenant purred. "I'm more than happy to share them with you two, dears."

"Not on my watch!" Ben frowned, activating the Omnitrix and slapping the activation button without even glancing at which alien he had selected. Alien blood flowed through his veins as muscles piled themselves on him, everywhere to his arms and chest to his neck and legs, every part of him was getting bigger and stronger with each passing millisecond. His skin hardened into plate like armor that turned a pale brown as large scales traveled up his legs and chest, turning a sickly black in patches on him. His legs became thick and pillar like as his feet began to match those of an elephant. A thick, skeletal tail sprouted from the base of his spine as he was forced to hunch over slightly. His neck became a little longer retaliative to his 20 foot frame and his lower jutted out his fingers swelled with power. A pair of black briefs and a green sash appeared on him, completing the transformation as the Omnitrix symbol popped out of the flesh on his left pectoral, a torn, green sash materializing on his person as several dull spikes formed on his shoulders and head.

"Lets dance!" Humungousaur bellowed as the three Hall Moanitors stepped between him and their leader. The Vaxasaurian snorted before charging forward, driving a large fist into Past and sending her falling through a wall before he smashed the other fist down on Present and sent him through the floor.

"That just leaves you me." Humungousaur snorted as Future readied his badged and gestured for the large brute to come at him. The Vaxasaurian obliged and charged forward as Future fired off his badge, the Detention Chain wrapping tightly around one of Humungousaur's fists; a small chain disappeared from Revenant's collection as the Vaxasaurian and Future played tug o' war with the chain.

"Now!" Future suddenly cried. Humungousaur had approximately three seconds before Past and Present phased back up through the floors and fired off their badges at him, one of them wrapping tightly around his other wrist and the third wrapping fast around his neck. No matter how much the Vaxasaurian struggled and fought, the chains would not break as the three Hall Moanitors managed to drag him to the ground and pin him there as Revenant watched the whole thing with a pleased smile.

"Such power . . ." she admired.

"Yeah, well you can't have it." Humungousaur grunted.

"Oh, but I think I will," Revenant smiled evilly. "Unless you want your little ghoulfriend here to have the detention of an unlifetime."

Humungousaur actually seemed to think it over before speaking. "Yeah. Still not happening." It was at that moment that a single paint can phased through the door of the office and splashed Present with a large amount of green paint, blinding him as almost a dozen more paint cans slipped through the walls and began to whirl and fly around the three Hall Moanitors and Revenant, whizzing here and there and splashing them with bright colors whenever they felt like it.

"Porter!" Spectra exclaimed as the paintergeist phased through a wall with more paint cans in tow.

"Paintergeist!?" Humungousaur bellowed as he took the diversion as a chance to break free of the Hall Moanitors before focusing his attention on his body and already feeling the changes begin. An audible cracking sound filled the room as his plates shifted and his bones cracked, growing bigger, thicker, longer. His plates became sharper and jutted out as he grew taller, crests forming on his head and scutes running down his back as Stegosaurus-like spikes popped out of his tail; thee loud snaps echoed through the office as the three Detention Chains snapped free from Humungosaur, returning back to the massive ball of chains attached to Principal Revenant.

"Get outta here!" Porter cried as a 60 ft tall Humungousaur bellowed as loud as he could, his roar echoing through the school and shattering all the windows in the office and beyond as he slugged Revenant in the face and sent her flying into her desk, dazed.

"You heard the artist! We're getting outta here!" Humungousaur cried, stomping towards the doors and scooping up Spectra in a single, massive hand before running away. It was in that single moment that Spectra caught Porter's eye and saw something she had only seen one other time in Ben; the determined look that said Porter didn't care for his own safety or his own well being. He didn't care how many detentions he got or how many chains held him down and trapped his spirit. He cared for Spectra deeply and would willingly risk his life for her. And while she noticed the care for her was more dim than Ben's, it touched her deeply as she and Humungousaur fled.

"_ENOUGH!_" Revenant roared, waving her hand in the air and aiming it towards the back of the room where a display case of sorts sat. Inside on a small pedestal was a long key with several strange, thick rings around it with mysterious designs on them; the key glowed a bright silver as it phased through the case and flew into Revenant's hands. The key glowed brighter as a long, thick chain from the massive ball detached itself from Principal Revenant's hands and wrapped itself tightly around Porter as he tried to flee.

"Crap." he grumbled under his breath as he glared defiantly at Principal Revenant and the thee Hal Moanitors splattered in paint; if looks could kill, not one of the ghosts in the room would have been standing.

"Now, Mr. Geiss, you will tell me where your little Monster High friends are hiding." Revenant demanded as the paint cans all clattered to the floor, lifeless.

"Yeah, good luck with that." Porter glared before spitting in Revenant's face. The principal snarled and wiped the disgusting substance from her face, her patience nearly at an end.

"If you tell me, I might be able to get rid of some of those chians." Revenant offered, the chain around Porter constricting him tighter like a hungry python. Porter grunted, nearly losing his breath; the Principal made a valuable point. We're a whole bunch of Solid-turned-ghosts really worth getting himself possibly killed over? After all, not a lot of them, specifically Ben, had been very nice to him. Why should he care for their safety?

"Alright. Maybe we

could make a deal."

**And there's the chapter!**

**I hope you all enjoyed the story so far because I absolutely am! It is a pain to have to keep on rewinding a video of **_**Haunted **_**back and forth and all over the place to get all the lines and details just right, but hey, I love my readers!**

**The little dream sequence was inspired by an image by _Kapaychan _on Deviantart called _Takes your Mind Again_. You should seriously check out her artwork if you are a BenxJulie fan. Or a Benlie fan, as I am now told it is pronounced.**

**I forgot to mention this last chapter, but PorcuPain is actually an OC alien on Deviantart by _redamimi_. The original name was 'Spikefall', but I thought PorcuPain sounded better.**

**Can any of you guess what Ben's big surprise might be? Leave your guess in the reviews below! I'm not saying anything!**

**As always, comment, review, suggest, and request down below!**

Hasta Luego!


	43. Happy Haunts

**Hello, ladies and gentleman!**

**I'm back with another update from here in the Underworld! You would not believe how excited Hades is now that several chapters actually take part within his domain. Never took him for the fanboy type but, oh well!**

**Anyways, I have three things to share with you! One, I now have a new poll up on my profile concerning the future of a character within the story: Lilith Van Hellscream. Should she stay a monster or should she return to her human form? Let me know on the poll!**

**Secondly, I now have a picture of my OC alien Phobos up on my DeviantArt account. Check 'im out sometime and let me know what you think!**

**My third bit of news also concerns my OC. The wonderful Deviant _CheshireP _has been kind of enough to accept my request and draw Phobos in her wonderful style of art, which is pretty darn good considering _she actually worked on Ben 10: Omniverse!_ At least, I think she did. Never really had enough time on my hands to be sure. Oh, well!**

**Once again, I would like to thank _Zak Saturday _for spending an insane amount of time with me writing this wonderful arc for the story and helping me smooth everything out! Coodos to you, man!**

**As always, comment, review, suggest, and request down below!**

**Onwards!**

"So, you were able to watch us at Monster High without traveling across the river?" Draculaura asked Kiyomi, curious as to how her new friend knew so much about her; Sirena and Clawdeen lazed about on some bean bag chairs nearby as Twyla and Rochelle lazily drifted around the ceiling while Skelita and Charmcaster played Rock, Paper, Scissors to pass the time. River and Vandala were quietly recalling some old memories of their first days out on the Haunted Seas, Vandala holding her stomach every now and then when River accidentally mentioned rolling waves and storms.

"The Ghost World and the Monster World are more closely connected than anyone knows by, I don't know, some kind of energy." Kiyomi explained, raising her hands as they glowed softly. A bright ball of light formed in the center of the room, catching the ghoul's attention. "And some ghosts can use that energy to open little windows between the worlds." Kiyomi went on, the small ball of light suddenly shifting into a small portal that acted like a television screen of sorts and showing an oblivious Hoodude scratching his butt between classes.

"It's usually more interesting than this." Kiyomi chuckled as the portal closed.

"Oh, windows between the worlds." Draculaura nodded with understanding. "That must be how the Red Lady was able to haunt the Monster World!"

"I know I shouldn't do it," Kiyomi fretted, her skin turning a dark blue with a sickly green tinge to it. "Every time I open a window, I risk revealing the Ghost World to the Monster World."

"I still don't understand why that's such a bad thing." Clawdeen grumbled, her sensitive werewolf senses allowing her to easily listen in on the conversation.

"There are a lot of ghosts who are scared." Kiyomi explained.

"Oh, I get what Ben meant by that being ironic!" Charmcaster suddenly piped up, laughing loudly.

Kiyomi rolled her eyes before continuing. "They really believe that the Solids are out to get them! And until someone can convince these ghosts that they're wrong, I have to keep this power a secret."

"Maybe they just haven't met the right Solids yet." Draculaura smiled.

It was that moment that both Spectra and an oversized Humungousaur phased back through the book case and into the hidden sanctum, the Vaxasaurian releasing his hold on Spectra and falling to his knees as he caught his breath, the Omnitrix timing out and returning Ben to the world.

"Principal Revenant! Planning something!" Spectra cried worriedly. "And then we got caught and she has all these Detention Chains, and then Porter-"

"And then he told me exactly where to find all of you!" Principal Revenant cackled as her frightening, oversized head phased through the book case and into the inner sanctum; the ghouls all backed away with fear as Ben glared at the ghostly head and put himself between her and them; his heroic gesture was all for naught as the three Hall Moanitors suddenly phased through the bookcase behind their leader and fired off their badges, Detention Chains slithering over the ghouls and pinning their arms to their sides.

"He told you?" Spectra sniffed.

"Oh, yes!" Revenant grinned darkly. "I offered to reduce his detention for good behavior. And so, he gave you up _very _easily."

"No! That can't be true! I don't believe you!" Spectra shouted.

"Yeah, the guy may not be able to take a hint, but he isn't that stupid!" Ben argued.

Principal Revenant suddenly cackled loud and madly, as if she had been a told a hilarious joke or actually found Ben and Spectra's words greatly amusing as a cloud of smoke exploded beside her and summoned Porter into the room; he was distinctly lacking a certain item.

"Look! All his chains are gone!" Clawdeen cried furiously.

"You! How could you?" Spectra whimpered.

"Oh, you know how they bad boy types are," Revenant seemed to pity the poor ghost. "They only care about themselves." she grinned darkly, all apathy towards Spectra evaporating as she and the Hall Moanitors laughed at Spectra's misery.

"Spectra, I . . ." Porter started.

"Don't." Spectra sniffed, tears streaming from her eyes as she floated into Ben's embrace, sobbing into his shoulder while he held her as best as he could.

"Oh, Spectra." Clawdeen sighed sadly, shaking her head.

"You," Ben growled lowly, turning to Revenant, the Hall Moanitors, and Porter. "Have just made me mad. _Very _mad." he snarled as he gave Spectra a comforting pat on the head before passing her off to Clawdeen. Before anyone could stop him, Ben reached for his wrist and turned on the Omnitrix, cycling through the roster before coming across the alien he wanted and slapping the activation button, his cold glare never leaving Porter. Ben's arms swelled as his veins popped out, alien blood coursing through them as muscles piled themselves on top of each other. His legs became muscled as he stretched upward, growing taller and taller until he was a good six feet taller than Draculaura. Fur began to sprout all over his body, turning white on his chest, gut, hands, and feet, and turning a pale orange everywhere else. A few black stripes stretched across his broad back and shoulder, a handful of whiskers sprouting on his face. His eyebrows turned black and became longer as they grew up and off his head. His jaw jutted out as his teeth became sharper. His hands became larger and muscled as a single, black claw grew out of his wrist. Some of the fur began to rot away, revealing blistering skin before that peeled away too, revealing dark, firm muscle under neath with yellowed bones appearing every now and then. The final piece of the transformation was the addition of a torn and ripped black and green luchador suit, a large section missing his right pectoral and exposing his rib cage as the Omnitrix appeared on a large, thick, rusted belt around his waist.

"Lemme tell ya somethin' Principal Revenant and Porter Geiss who are both being absolute jerks to my friend and lover Spectrea Vondergesit and seriously ticking off Rath! You wann a piece of Rath, you both got a piece! But you just bit off an eye bigger than your stomach can chew!" the Appoplexian bellowed, jamming a claw at Revenant as he flexed his exposed muscles; the sound of rsuted metal could be heard cracking and groaning. "Rath will tear every ectoplasmic molecule from your undead bodies before forcing them back together and then tearing it apart for good measure! AND MAKING YOU LIKE IT!" he roared as he snapped the chains binding his large arms to his sides and rushed at Porter, slugging him in the jaw and sending him flying before he flew up to the ceiling and snorted like a bull at the Principal.

"Undead Lewodan Anvil Drop!" the ticked off Appoplexian screamed as he plunged down at Revenant and jammed a large elbow into her skull before roughly grabbing her by her wispy locks and swinging her around. "Zombie Kinceleran Tornado!" Rath cried as he threw the oversized head into the three Hall Moanitors before charging at them.

"SIRIUS BUTT-KICKING!" Rath cried as he charged right at the small cluster of ghosts and laid the smack down on them; none of the ghouls were willing to watch, not even Charmcaster. By the time the Appoplexian was done, the three Hall Moanitors looked like they had been through an earthquake, tsunami, tornado, and sandstorm all at once while Principal Revenant looked nothing more than absolutely beyond being ticked off.

"Chain him!" Revenant demanded. With a bit of struggle, the Hall Moanitors were able to grab their badges and fire off multiple chains at the Appoplexian, their frightened faces turning into ones of triumph as Rath fought and struggled against the chains that bound him. "Is that all you got! Because Rath has got a lot more! In fact, I should give you some of mine so it will be a fair fight! And after that, everything I gave you, I can take it back! AND MAKE YOU LIKE IT!" he yelled as he crashed to the floor on his knees, fruitlessly fighting and struggling against the chains before the Omnitrix timed out and returned Ben back to the world.

"Now, now. Save your energy for later, young man," Revenant smiled wickedly. "I have plans for you."

* * *

"Attention, students of Haunted High!"

Clawdeen glared angrily at Principal Revenant, grinding her fangs together as the principal floated just a few feet out of reach behind her desk and speaking into her crystal ball, waving her hands dramtically over the smooth, glass surface. Beside her were Twyla, Rochelle, and Kiyomi with Vandala, River, Charmcaster, Skelita, and Sirena hovering behind them; all of them had chains wrapped tightly around their persons, pinning their arms to their sides as Spectra floated in front of all of them, her head bowed and tears streaming down her cheeks.

Much to the groups horror, Ben did not join them as Past and Present guarded them on two sides; Ben and Future were missing.

"We are on lockdown alert!" Principal Revenant announced loudly, her voice transmitting into a rather solid image of her head as it floated around the main lobby and delivered the news; from all over the school, the sounds of doors and lockers slamming shut echoed.

"By now, you must have heard _gossip _that intruders from the Monster World have viciously attempted to invade our beloved school," Revenant went on, pretending to be horrified as the ghouls all glared at her, wishing they could just break out of their bonds and tackle her to the ground, anything to end the lies she was about to dispense to hundreds of innocent students. "Well, I'm here to tell you that these rumors are _absolutely _true." she said darkly; the ghouls heard the faint whispers of hundreds of students gasping in shock and surprise.

"They've come to frighten us! To haunt us! To destroy our ghostly way of life!" Revenant cried dramatically, her false concern an fear etched deeply onto her projected head. "But rest assured, your principal is working on a plan that will end their treacherous plot to destroy us!" she announced loudly; hundreds of cheers erupted throughout the school.

"And I have even better news," Principal Revenant added with a dark, sinister, smile. "We have caught one of the invaders. Watch, and you will see just how horrifying these Solids can be!" she cackled loudly as her head disappeared and her crystal ball glowed brightly, flashing to a different room that was low beneath the school. The ghouls all gasped when the image cleared, showing Ben wrapped in Detention Chains by his wrists and ankles, dozens of chains attached to each limb before stabbing deeply into the cold, stone wall. Future floated into view, a sinister look on his face as he reached for the Omnitrix and turned it on, carelessly cycling through Ben's roster as the watch wearing hero struggled.

"No," Vandala whispered with a frightened voice. "They can't!"

"They're gonna." Clawdeen bit her lip nervously.

"Don't look, ghouls," Spectra whimpered quietly. "Just don't look."

Skelita, Twyla, Kiyomi, and River all followed Spectra's advice and turned away from the crystal ball; Clawdeen, Charmcaster, Rochelle, and Vandala ignored the warning and watched with pained eyes as Future selected an alien and slapped the activation button, floating back out of harms way as he slipped something out from inside his jacket. The ghouls watched as the green light did as it had been commanded, washing over Ben's frame and changing his body into something brand new. His skin turned a wilted, earthy brown while lightening in some places as it became soft and stretchable. The feeling of bones vanished all together to instead be replaced by some sort of woody structure that acted as a skeleton; sickly orange spots appeared on his skin, some of them forming into small pods that pulsed and throbbed with some kind of nasty liquid. His legs began to twitch violently until they each split in two, becoming long tendrils that would let him skitter and stalk amongst the ground. Two fleshy mounds appeared on either side of Ben's head, pulsing and swelling until they became Venus Flytrap-like flaps with pointed teeth at the ends. His arms became long and rubbery, long fingers forming on each end with fleshy thorns appearing on his elbows, knees, shoulders, and chest. His head retained a similar shape as his eyes molded together into one. A row of spikes formed on his head as a green belt with the Omnitrix on it appeared on a belt around his waist, rusted chains crossing over his chest and slithering over his wrists as the transformation was completed.

The ghouls watched as Future pulled out the object from his hand, holding it tightly in his translucent fingers before he cruelly jammed it into Wildvine's side, a dangerous amount of sparks spitting out from the object and into Ben as he gave a primal screech that sounded nothing like an intelligent being was even in charge in the Florauna's head; Wildvine screeched even more upon receiving a jab to his chest, large tendrils sprouting from his back and whipping around wildly as thorns erupted from his legs and arms; but Future wasn't done yet as he punched the Omnitrix on the Florauna's belt, starting another transformation.

His skin started to harden, becoming unbearably hot and solid as rock. It suddenly split apart, floating like bath toys on a rapidly appearing magma sea. Hot, molten lava swirled and pushed it's way through the cracks and crevices of his skin as Ben's bones literally melted away. His hair began to burn, smoke curling lightly off it until it burst into flames, causing Vandala to yelp in surprise. His fingers disappeared altogether as white hot lava covered them and solidified into a sort of gelatin like substance, a massive amount of smoke curling off his body and giving him a shimmering image as chains attached to shackles materialized around his wrists and ankles, a metal collar appearing around his neck. His toes melted into two digits that resembled claws as his eyes turned bright yellow and the Omnitrix appeared on his chest, completing the transformation.

Heatblast hissed angrily, sending out a pulse of fiery, hot flame that covered the walls of the cell in a thick layer of ash as he tried to at least scorch Future and burn him to a crisp. The Hall Moanitor however, easily evaded the Pyronite's attempts and kept on diving in and out of harms way as he painfully thrust the object in his hands into Heatblast's neck and chest, summoning more insane amounts of fire to pour from the Pyronite's body. Once Future was satisfied, he swooped for a third time and slammed the Omnitrix with a fist and floated back as another transformation began.

_His arms and legs ground and cracked becoming shorter and more rounded as his fingers disappeared and were replaced by four little claws that acted like his fingers and thumbs. Ben's toes melted into three little claws as a small tail popped out from the base of his spine, the end looking as it had been messily torn off. His face was squashed inward _as his nose disappeared and his mouth grew larger to accommodate his sharp, crooked teeth as his flesh tore and ripped, stitches forming across his expanded jaw line, holding it in place as it nearly cut off the entire top of his head; his tongue suddenly split into three, slimy versions of itself as the Omnitrix appeared on his belly, rusty chains attaching themselves to it and crisscrossing over and under his arms as mottle, black spots appeared on his skin, completing the transformation.

Future grinned wickedly and jammed his deadly weapon into Upchuck's oversized belly, drawing an animal-like roar from the Gourmand's gut as he unhinged his jaw at an unsettling angle and slithered out his three tongues, whipping them around wildly as he tried to snag Future in them, succeeding in taking away his weapon and holding it up for the ghouls to see for the briefest of moments before he tore it to bits; it was a cattle prod. The ghoul's eyes widened as Upchuck slammed his three tongues into the stone floor of his prison and easily tore the rock out, drawing it into his maw and chewy it into a disgusting pulp before spitting it back out at Future. The image then distorted and cut out, Principal Revenant taking over control once more.

"You see what these disgusting, vile Solids are capable of of? Shape-shifting so the good ghosts of the Ghost World will never see them coming when they strike!" she cried. "Keep on the look out, dear students! Beware the Solids!" she ended the transmission dramatically before Present floated up to her and whispered something in her ear. With a sigh, Revenant waved her hands over the crystal ball again and started a last minute transmission. "Oh, and I'm being told that tomorrow is Hauntdog Day in the Creepateria." she added, a small smile coming to her lips when she heard the student's cheers of approval.

"You're a monster!" Vandala cried angrily, struggling violently against her chains.

Revenant actually grinned wickedly at the insult. "No, deary, I'm a ghost. You may be needing an eye patch sooner than you thought." she smiled darkly as Vandala fumed; she really wanted to run her sword through the Principal a couple times, but it remained firmly clipped to her belt and out of accessibility. "Now then, it's very important that you ghouls tell me how you turned yourselves into ghosts," Revenant told the ghouls before her.

"Why should we tell you anything!?" Twyla suddenly lashed out, firing off an ectoplasmic loogie at Revenant's face and cheering mentally when the disgusting glob hit its mark.

"If you tell me, I'll reduce your sentence." Principal Revenant offered. "Those Detention Chains could be _much _lighter."

"Why bother?" Twyla scoffed. "Ben can bust through your chains any day!"

"Yes, about your friend," Principal Revenant hummed, looking at her fingernails with mock interest. "He won't be leaving Haunted High until he hands over his special watch."

"He can't, you sick freak," Clawdeen snarled, just barely clinging onto her sanity and keeping her feral nature locked within. "The Omnitrix doesn't come off!"

"Oh, well that's too bad," Revenant sighed with mock disappointment. "I guess I'll just have to cut off his hand."

"You wouldn't!" Spectra cried.

"I would." Revenant smiled sinisterly. "As I said before, it is very important you ghouls tell me how you turned yourselves into ghosts; tell me, and I will not only reduce your detention, but I will the removal of the . . . _ Omnitrix _. . . as painless as possible."

"You can't buy us off like that no good, back stabbing, traitorous paintergeist!" Clawdeen growled, gnashing her teeth. "I'm sorry, ghoul." she apologized to Spectra.

"It doesn't matter." Spectra reassured her ghoul friend.

"One way or another, you will tell me what I need to know." Principal Revenant frowned. "Even if I have to subject your friend to more tortures; sooner or later either you or him will tell me." Revenant drawled on with a smug grin on her face before she noticed Clawdeen scribbling something down in a journal.

"What's that? What are you doing there?" Principal Revenant wondered.

"Taking notes." Clawdeen growled. "Wen all this is over, my ghoul, Spectra here is gonna write a story tellin' the world what kind of principal you really are. And before that, Ben will come crashing through some wall and beat the ectoplasm out of you and your sick cronies!" Principal Revenant didn't seem frightened or offended in slightest as she waved her hand, the journal flying out of Clawdeen's grip and into Revenant's waiting hands.

"Wicked? Evil?" Revenant read over Clawdeen's careful notes. "My dear, you flatter me." she grinned darkly before she came across a page that greatly interested her. "Interesting. The Boogie Mansion. Boogie Sand! How _very _enlightening!" she gasped excitedly before carelessly tossing the journal back to Clawdeen, a wicked smile on her face as she turned to the two Hall Moanitors in her office.

"Gather Future and head to the Monster World and get to the Boogie Mansion at once!" she commanded Past and Present as the two Hall Moanitors saluted their boss.

"And just how do you expect them to get there without _me _to ferry them across?" River snarled, slamming the butt of her staff into the floor as her skeletal crow alighted on her shoulder and cawed angrily, daring any of the Hall Moanitors to try something.

* * *

"Well, that's . . . annoying." River huffed angrily.

"Beyond annoying if you ask me." Charmcaster grumbled.

"_La odio tanto!_" Skelita cursed, crossing her bony arms in front of chest. The three Hall Moanitors had rather roughly stolen River's keys to her yacht from her and had sailed right out from Haunted High, waving wickedly at the trapped ghouls as Present fired off the confetti cannon to rub salt into the wound. As if to add insult to injury, Ben had been returned to them just barely awake, the many shocks from his punishments sending him in and out of consciousness as Vandala and Clawdeen tried to steady him.

"I'm sorry my notes gave away the Boogie Sand," Clawdeen apologized. "I was just trying to help Spectra."

"No! This is my fault!" Kiyomi protested. "I never should have opened those windows to Monster High!"

"Don't blame yourself, Kiyomi," Draculaura shook her head. "If I hadn't been such a scaredy bat, Spectra wouldn't have come back to Haunted High in the first place!"

"If I hadn't come here and ruined your ghouls's lives, none of this would happened." Ben coughed; Vandala smacked him upside the head.

"Don't say that, mate!" she scolded him.

"No." Spectra scowled. "This is somebody else's fault." she frowned deeply before soaring off down the hall. With a common idea in everyone's heads, they all flew after Spectra down the hall and through many walls and classrooms before appearing in the darkest bowels of the school, following the moldy path before them that led to a familiar bookcase filled with musty books and papers that hid a wonderful secret and sanctuary.

"Spectra! Good, you're back," Porter sighed with relief. "We have to talk."

_**POW!**_

Porter went flying as Ben withdrew his fist, grinding his teeth together as he socked his fist into his open hand, relishing in the feel of seeing Porter hold his throbbing jaw. "That," he snarled as Vandala and Clawdeen took supporting positions on either side of him again. "Was a warning shot. Next time, it's Four Arms."

"I know you're all really angry at me, but I can explain!" Porter protested, floating back and holding up his hands in surrender as the ghouls all advanced on him, murderous looks on their faces; Ben cocked his fingers to look like a gun before pointing it at Porter's and 'firing' it off; the paintergeist gulped.

"Angry!? Angry doesn't even begin to describe what we're feeling, paintergeist!" Draculaura snarled.

"I understand, but if you'll just-" Porter started before Rochelle interrupted him.

"Oh, you understand?" she cried sarcastically. "Must be pretty hard to understand when you've got paint for brains!"

"Spectra, please, I-"

_**SHLAP!**_

Porter suddenly recoiled, clutching his throbbing cheek as Spectra lowered her stinging hand, a dark look in her eye that said she would hit him even harder, if that was possible, if he didn't shut up. "You know it's one thing to hurt me," she growled, jamming a finger Porter. "But what you did affected all of my ghoul friends, my boyfriend, and all of the people I care about! And that's a line that you just don't cross!" she screamed.

"But, I-"

"We've heard enough," Sirena piped up in an eerily calm voice. "Go get him, little fish guy!" she ordered Aye. The little cuttlefish saluted before zipping forward and attacking Porter's face, cling on tightly with his suckers as Charmcaster, unable to restrain herself any further, joined in on the fun and darted at the paintergeist, punching him in the gut before delivering a swift uppercut to the jaw. With Porter dazed, Charmcaster grabbed him by the collar and painfully headbutted him before kneeing him in his family jewels and letting him fall to the ground; Aye then took to slapping Porter across the head as painfully as he possibly could, which was not enough, unfortunately.

"Can I just show you something?" Porter gasped as loud as he could, clutching his throbbing nether regions as he staggered to his feet and pulled Aye off of his face before tossing him back to Vandala.

"This had better be good," Spectra snarled. "Or we're all going to turn around for exactly ten minutes and let Ben do whatever he wants to you. I'm sure he's been thinking of ways to pummel you ever since he met you, am I right?" she asked Ben who gave her a wicked grin that sent shivers down Porter's spine. With a nervous gulp, Porter reached into his back pocket and closed his fingers around a long item, pulling it out and letting it hover in the air before him.

It was Principal Revenant's key.

With a quick movement of his fingers, several rings on the key's neck spun and turned; the Detention Chains around Ben and each ghoul's waists pulsed with a bright, white light before smoothly slithering themselves off of the monster-turned-ghosts and over to Porter where they immediately attached themselves to him and brought him down to the ground.

"Okay, that is pretty good." Rochelle admitted.

"_Bueno, _Porter. _Muy bueno_." Skelita smiled.

"Porter, have I ever told you how awesome you are?" Ben grinned.

Porter shook his head. "No. In fact, pretty much everything you've said to me as been a death threat to my person."

"Well I am seriously considering on kissing you right now!" Ben smiled broadly, swooping up into the air and buzzing around the ceiling. "Aw, man! Does it feel good to be outta those!"

"I had to make a deal with Revenant so I could see how this key thing works," Porter explained from the floor, taking the key into his hands. "Then, I kinda borrowed it so I could get you all out of detention."

"I don't know what to say." Spectra smiled, pulling Porter into a hug; the paintergeist looked over her shoulder to see Ben, for once, not threatening to kill him and instead giving him a huge thumbs up.

"I figured out watching Revenant that the Detention Chains can't be broken," Porter went on once Spectra had released him. "Only transferred to another ghost using this key, so I set it to transfer them to me." he added before handing the key to Spectra. "Here. You can use this to free the Monster High ghosts and take them back to the Monster World."

"You're just full of surprises, aren't you?" Charmcaster smiled.

"Yeah, I guess." Porter admitted sheepishly before turning to Spectra, grabbing the edge of a thick curtain in his fingers. "And here's one more." he smiled as he yanked down the curtain, drawing a gasp of surprise from Spectra. It was the antique writing desk, now fully restored and refurbished as the chair lowered down to the ground. On either side of the chair and elevated writing desk were cabinets stuffed with paper and pencils, binders and books, all waiting to be opened and used by someone eager enough to get into the desk and write.

"Oh, Porter." Spectra smiled, pulling the paintergeist into a hug; Porter glanced over her shoulder to see Ben making a 'I'm watching you' gesture with his fingers before giving him a proud smile.

"I thought you might be able to use this for, you know, writing," Porter shrugged as Spectra sat down in the chair, her smile broadening when it moved upwards to fit comfortably into the writing desk. "Do you like it?"

Spectra's response was to jump out of the seat and plant a quick kiss on his cheek before hugging him tightly. "All right, then." he chuckled, pushing her away a little. "Cool." he smiled before he suddenly fell to the ground under the weight of the chains. "I'm okay!" he groaned.

* * *

Johnny grunted and shifted the massive amount of paper and textbooks that he carried on his back, sweat dripping down his forehead as he drifted down the hall and entered a classroom to see Operetta set down an even larger stack of homework and assignments that made their way all the way up to the very top of the room.

"Here you, babe," Johnny huffed, lifting the pile off of his shoulders and setting it down on a desk beside him. "One last shipment."

"Did you remember to pick up the work from Ms. Hauntington?" Operetta sighed, slumping down against the side of the desk and making the paper tower quiver slightly.

"No," Johnny groaned, flopping down onto his back on the floor, his chain clattering loudly against the stone. '"Ugh, this bites!"

"You don't need to tell me twice," Scarah whimpered as she scrubbed the windows with a sponge, increasing the intensity of her cleaning when Principal Revenant's oversized head passed by and cast her a stern look. "I hope Spectra is fairing better than us."

"Okay, ghost guy and ghouls! Step one, we round up all the Monster High ghosts and get rid of their chains. And quickly, before Ms. Revenant realizes we have the key!"

The three ghosts nearly had triple heart attacks when they heard the voice, instantly forgetting about their worries and fears and rushing to the door of the classroom, phasing their heads right through the door to see Spectra and a whole collection of ghosts that they recognized as their friends speeding down the hall.

"Right. Step two, we take Vandala's ship back to the Monster World and we get my dad's Boogie Sand back from the Moanitors." Twyla continued.

"And step three, we sail the Salty Spectre to the Scaribbean in search of the legendary sunken treasure of Davey Bones!" Vandala announced happily.

"Um, I'm thinking maybe we should stick to one adventure at a time." Clawdeen suggested.

"You can count me in on that!" Ben grinned before catching Clawdeen's stern gaze. "But, lets just focus on one adventure at a time, alright?" he added quickly.

Vandala sighed. "Yeah, you're probably right," she admitted before turning to her pet cuttlefish. "Sorry, Aye."

"Aye." the cuttlefish sighed sadly.

"All right, ghouls! Let's rattle some chains!" Spectra grinned broadly before noticing the three Monster High ghosts watching them with pleading eyes. "And I know who our first customers will be!" she smiled, screeching to a halt in front of Johnny, Operetta, and Scarah as she waved her fingers over certain parts of the key in her hands; the chains around the three ghost's waists glowed a bright white before slithering off of them and disappearing into the bowels of the school, making their way towards Porter.

"Oh, thank ghoul!" Operetta sighed with relief.

"Spectra, you are the ghoul!" Johnny crowed, slicking back his greased hair.

"No time to celebrate!" Spectra cried hastily. "Follow Vandala back to the Salty Spectre and wait for us there! We haven't much time!" she cried worriedly before flying off down the hall.

"You heard the captain!" Vandala shouted. "To the Salty Spectre, me hearties! Yaaaaarr!"

"You just _love _doing this pirate thing, don't you?" Ben rolled his eyes.

"It's a living," Vandala shrugged. "Now go, before I make ye walk the plank!"

* * *

"Last shipment!" Skelita called down from the crow's nest as Sirena approached the Salty Spectre with the final group of freed Monster High ghosts; the skeletal ghost hopped over the side of the large bucket and whizzed around the main mast, landing on the deck and rolling for a few yards before she popped back up in front of Vandala. "_Que? _How was that?" she asked the ghost pirate.

"Aaaar! Just like a professional ghost pirate!" Vandala laughed before she quickly floated over to the helm of the Salty Spectre. "Any sign of any unseaworthy brine shrimp, mate?" she yelled up to the rigging.

"Nothing to report, captain! Ook! Ook!" Spidermonkey chattered before firing off a jet of silk from his skeletal tail wrapped in the bare minimum of muscles and tissue before swinging across the main deck and landing on the side of a mast, diving his bony fingers into the wood as the chains wrapped around his chest and clasped tightly to his thighs rattled. The Arachnichimp then fired off another jet of webbing that landed fast on the captain quarters behind Vandala and quickly scampered across the line before landing next to the ghost pirate; the Omnitrix timed out seconds later and returned Ben to the world.

"All hands on deck!" Vandala roared. "The Salty Spectre is ready to set sail for Monster High!" she cried at the top of her lungs, cheers going up from the rescued students as the ship started to drift away from the docks and back out into the Haunted seas.

"Vandala? Can you wait for just a minute?" Spectra asked the ghost pirate once the noise had died down enough for her to be heard. "I need to see Porter."

"Awwwww!" all the ghouls sighed.

"Who-with-the-what-now!?" Ben sputtered, nearly falling back onto his butt.

"Calm down, Ben, I just need to say thank you one more time." she reassured Ben.

"AWWWWWW!" the ghouls cooed even louder than last time, doing nothing to smooth down Ben's suspicions.

"Stop that." Spectra frowned. "I'll just be right back." she told Ben before flying over the side of the Salty Spectre, oblivious of the fact that Vandala's crew mimicked the flustered ghouls on deck while Ben fumed until Vandala offered to teach him an old pirate's song her father had taught her. Spectra flew over the short distance between the ship and dock, flying through the front doors and immediately phasing down through the floor of the main lobby, flying through mazes of musty catacombs and bookshelves before she came across the one that led to Porter's hideout.

"Spectra!"

Spectra whirled around to see Porter sitting at an old desk with his feet up on the table before he hopped out of it and dragged a massive ball of chains behind him. "Don't you have a boat to catch?" he asked with a smile.

"Oh, Porter," she sighed wearily, her eyes tracing sadly over the massive amount of chains tied to him. Here she was, free as a bird while Porter was literally weighed down with dozens if not hundreds of Detention Chains that held him tightly to the ground. While she and her friend would be able to come and go as they pleased wherever they wanted, he was stuck here at Haunted High until he was able to work off all the Detention Chains that had been transmitted to him, simply because he valued others over himself for what seemed the first time since Spectra met him. "I just wanted to say thank you," she gave a small smile, floating down to the floor so that she was eye level with him. "For everything. Without you, all of my friends would be stuck here."

"Hey, it was both of us, working together." Porter chuckled, taking her hand in his. "We make a pretty good duo."

"Yeah," Spectra admitted, pulling him into a tight hug. "I guess we do." she sniffed. "I promise I'll come back. You know, to break in that freaky fabulous desk." she cast a longing look at the old writing desk Porter had been kind enough to fix up for her.

"And maybe one of these days I could come see you at Monster High?" Porter asked.

"I'd like that," Spectra smiled. "I'll have Ben come back and snap those for you as soon as everyone is safe." she promised, pointing at the chains that curled and slithered around his body, holding him down. "You should probably leave your paint cans here." she suggested with a small smile before the moment was quickly interrupted by a very rude and sinister voice.

"Attentions, students of Haunted High!" Principal Revenant's voice came over the ancient PA system that screeched and howled like it hadn't been used in years. "Please report to the main hall for a mandatory Spirit Rally."

"Spirit Rally? What do you think that's about?" Spectra bit her lip nervously.

"Get out of here while you still can." Porter sighed.

"I can't leave." Spectra said firmly. "I've got to find out what Ms. Revenant is up to!" she cried as she dashed out from the bookcase, ignoring Porter's pleas and cries as she phased up through several floors and through several walls before reappearing towards the back of the main lobby, every student in Haunted High floating about and waiting for their beloved principal to appear.

"Oh," Spectra bit her lip nervously as she gazed about. "Look at all those Detention Chains." she whispered.

"Hello, students!" Principal Revenant's head appeared in a column of smoke, her voice loud and clear as she waited for the student body to greet her in its usual manner. "For centuries, we have lived in fear of the outsiders," Revenant began what Spectra knew to be the beginning of a long speech. "And now they have come to our school to haunt us! To frighten us! To _TORMENT _us!" she exclaimed dramatically as the students all booed and hissed angrily.

"I know, I know." Revenant sighed, sadly shaking her head. But, I have a plan to keep all of you safe from the outsiders, once and forever!" she announced loudly, a smile forming on her face as the students cheered and whistled loudly. "As we speak, our noble Hall Moanitors are traveling to Monster High. They are carrying a special powder _I _created that will permanently transform all of the students into ghosts!"

"So that's why she wanted the Boogie Sand?" Spectra whispered as Porter appeared next to her, his chains rattling loudly.

"And when they are ghosts, I'll give them well-deserved Detention Chains as punishment for _sinister Solid scheming!" _she cried loudly, the student body cheering loudly and clapping, roaring for the monster's blood. "As your principal always says, 'They'll never learn their lesson if they don't pay the price'." Revenant smiled wickedly as her head exploded into a cloud of smoke that showed the students a vision of the Hall Moanitors current whereabouts; Spectra gasped when she saw hundreds of jars containing Boogie Sand strewn all around the deck of River's ship as Past, Present, and Future readied the confetti cannons of the ship, though Future seemed to walk with a funny waddle that was more likely to found on a duck than a ghost.

"No good Solids! Trying to take over our school!" a student in front of Spectra and Porter growled, clenching her fist firmly.

"They never wanted to take over the school," Spectra sighed, shaking her head sadly. "I am sick of all these rumors and gossip!"

"This is usually the part where your boyfriend swings in and kicks the bad guys butt, right?" Porter asked; Spectra ignored him and flew up into the air, a determined scowl on her face. "Spectra! Where are you going?"

"I have to stop those Hall Moanitors!" Spectra called back.

"How?" Porter wondered.

"I have no idea!" Spectra cried as she turned to leave. "But I think Ben might!"

"Spectra, wait!" Porter cried, lunging off the balcony with his chains in tow; he had misjudged the weight of the massive amount of metal encircling him and promptly fell to the floor with a loud _thud!_, hitting the back of his head on the ball of chains.

"_Porter and Spectra, cracking the case! Something, something, something all over the something!_" he sang dizzily before collapsing back onto the floor.

* * *

"_Yo, ho! Yo, ho! Is a thing that pirates say-_" Vandala sang as loudly as she could, Ben attempting to match her lyrics and tone of voice and utterly failing without any sort of music but the clatter of Vandala's crew to guide him; the skeletal monkey now sat on his shoulder, attempting to guide him through the song now that the bony primate had gotten over the fact that Ben use to be a Solid before and not a thoroughbred ghost.

"We have to go!" Spectra interrupted, appearing over the side of the boat and landing next to Vandala, Ben breathing a sigh of relief when he saw his ghoul still in once piece.

"But there's still 37 more verses!" Vandala whined.

"You teach me the rest later," Ben reassured her, setting a hand on her shoulder. "Right now though, we need to get going!"

"NOW!" Spectra shouted with emphasis.

"Aye, aye!" Vandala cried.

"Aye, aye!" Aye chirped happily.

The ghost pirate happily took the wheel as Ben flew up to the bow of the ship, looking out over the horizon as the Salty Spectre began to move quickly and pick up speed, her ragged sails unfurling to take in the gusts of wind at her back.

"What is happening, Spectra? Sirena asked.

"Is something wrong?" Kiyomi asked worriedly.

"It's Principal Revenant!" Spectra cried. "She's sent the Hall Moanitors to Monster High to turn everyone into ghosts!"

"With my dad's Boogie Sand!" Twyla added.

"Then she wants to load them with Detention Chains! Everybody!" Spectra wailed before she realized something. "Wait. That's it!"

"_Que_?" Skelita raised an eyebrow.

"You holdin' us out on somethin'?" Charmcaster raised an eyebrow.

"The chains!" Spectra cried. "This is all about the Detention Chains! It's like Porter said, 'The chains can't be broken, only transferred'." she quoted.

"Then how come Ben was able to break the chains?" River asked.

"They were never truly broken," Spectra explained. "They easily reformed, but they returned to Principal Revenant once they were off of him. Principal Revenant wasn't just wearing those chains! She's being punished by them!"

"Um, Spectra? Monster High is that way!" Draculaura cried as Spectra soared up into the air and headed back towards Haunted High.

"I'm not going to Monster High," Spectra said firmly. "But you are! Do whatever you can to stop those Hall Moanitors!" she called over her shoulder before flying away.

"Ben will not like this." Rochelle shook her head sadly.

"I heard every word," Ben frowned. "But if Spectra insists on doing whatever it is she's doing, I'm not stopping her." he said as he turned on the Omnitrix and cycled through his roster before coming across the alien he needed and slamming his hand down on the activation button. His skin changed into a smooth, chrome white that became tougher than his original. He began to shrink down until he just barely reached the ghoul's ankles as his face widened for his expanding mouth. He could feel his organs sloshing about inside him as his bones became slightly softer and more bendable; his lungs expanded until they were the largest organ in his body as his eyes became smaller and turned squinty. His ears vanished, to be replaced by small holes, and even then they were covered by hardened skin that wrapped around his head in a way that resembled headphones. His arms and legs grew shorter as the Omnitrix symbol appeared on his head, a thick collar appearing around his neck as shackles materialized around his waist, chains attaching themselves to all three of them before firmly embedding themselves into the Omnitrix, completing the transformation.

Before any of the ghouls realized what was happening, Echo Echo suddenly split himself into two, the both of them glancing at each other before nodding; one of the clones swooped over the side of the Salty Spectre and flew after Spectra while the other one remained on neck, flying up to the helm next to Vandala.

"Full speed ahead and don't stop for nothing!" the Sonorosian cried, jamming a finger forwards.

"Aye, aye!" Vandala laughed.

"Aye, aye!" Aye agreed, clapping his tentacles.

"We are running out of time!" Rochelle called from the bow of the ship when she saw the portal to Monster High so far off. "Can you not make this thing go any faster, Vandala?"

"You heard the gargoyle! Full speed ahead!" Vandala called up into the rigging to her skeleton crew and Sirena. She turned to look over her to see the Echo Echo clone floating up towards the sails, slamming a hand down on the Omnitrix on his forehead and instigating a second transformation as his body lit up with a bright, green light. His back expanded outwards, becoming dome-shaped and hardening into a tough shell as his fingers all fused together and his arms flattened out into large paddles that quickly turned into flippers. His toes ripped out of his shoes, fusing together into three, stubby claws on his short legs as the shell on his face expanded to engulf his head and chest, a small hole opening up near the top to allow Ben's head through as his lips turned into a hardened beak. Six, large holes suddenly opened up on his carapace, the Omnitrix appearing on his chest and completing the transformation as his skin turned a rough, green in color and texture and three braces appeared on each of his limbs, chains stabbing themselves into the thin rims of his carapace.

"Time ta blow 'em away!" Terraspin quipped as he quickly spun his flippers on their axis, his legs fusing together into a third flipper as they began to spin like helicopter blades and create a strong wind as Sirena the skeletons all sucked in deep breaths and blew at the sails as hard as they could; the Salty Spectre lurched forward just the tiniest bit before the Omnitrix timed out and reverted the Geochelone Aerio back into Ben.

"Nope, looks like this is as fast she goes," Vandala sighed. "Sorry!"

"Band news." Twyla bit her lip. "By the time we get to Monster High, we're going to be too late to stop them!"

"Unless . . ." Draculaura trailed off, an idea forming an her head. "Kiyomi, you could open a window! We'd get there in no time!"

"Can you do it, Kiyomi?" River asked the noppera-bō. She nodded and closed her eyes, sucking in a breath as she held out her hands in front of the bow of the Slaty Spectre, tapping into the energy of the Ghost World and shaping it to her liking as a small rift formed in the space ahead of the boat.

"It's not big enough!" Charmcaster cried.

"Not yet, anyways." Ben smirked as he turned on the Omnitrix and cycled through the roster before selecting Teleportail and hoping he picked the right alien as he slapped the activation button and felt the green light wash over him. His skin turned a smooth, almost liquid black in color, a white sheen materializing on the border of his body as his frame only grew slightly taller than his original form. His toes all fused together into a single digit as a grinding sound filled the air, three horns growing up from between his deep, green eyes. His jaw jutted outwards as any other minor detail simply seemed to vanish, including his actual mouth. Tiny little, star-like dots suddenly blinked to life on his body, giving him the image of a starry sky. But what Ben felt most of all was the power that came to him. Unlimited, unquestionable, unmatched power poured into him from very available part of the universe into him. He felt like he could anything from merely destroying a planet with a flick of a finger to recreating the entire universe if he wanted to. Ben suddenly felt the addition of two more personalities enter his mind, one that was throbbing and pulse while the other seemed to be calm and placid; white, silvery chains with an ominous, cosmic glow materialized on his person and snaked their way around his body, attaching firmly to the Omnitrix as it appeared on his chest, completing the transformation.

"Who's the new guy?" Charmcaster wondered.

"Alien X, a Celestialsapein and Ben's most powerful form, if I remember correctly," Skelita noted before noticing the ghouls all giving her a look. "_Que?_ I just happened to remember!" she smiled as Alien X said nothing and floated behind Kiyomi as she started to struggle to keep the portal open for much longer; the Celestialsapein gently placed his hands on her shoulders, and Kiyomi suddenly felt a massive rush of energy surge through her as Alien X carefully took control of her mind, reassuring her it was only temporary as he focused Kiyomi's mind and pushed the portal open wider and wider, opening it up until it was big enough for the Salty Spectre to just barely slip through to the Monster World.

"Ya-haarrrr!" Vandala hooted as she spun the wheel and sent the ship through the portal. "Next stop, Monster High, me hearties! Batten down the hatches and get ready to fire upon sight!"

* * *

"_Porter and Spectra, cracking the-_" Porter sang deliriously as he staggered up a flight of stairs, hauling up the massive ball of chains with him as he tried to lug them back to his hide out. It was then that Spectra suddenly rushed past him, too frantic and worried to even greet him. "Hi, Spectra!" Porter greeted her casually before returning to his singing; it was then he realized what he had just said. "Spectra!?" he cried.

"And her little boyfriend too." a gruff, gravelly voice added as Porter was hauled up into a the air a short distance by a lavender, cyan and misty blue Bloxx. The Segmentasapien set Porter on his back before running after Spectra on his knuckles, panting furiously under the weight of the chains. "Geez, how much do these things weigh!?" he wondered.

"Enough to keep ya down," Porter replied, wiping his brow. "What made you come back?"

"Spectra realized something, I think," Bloxx recalled as he hauled himself up the stairs. "Not sure what though."

"Come on, you two! That desk you fixed up is going to get some use after all!" she smiled at Porter before plunging down through the floor towards Porter's secret hideaway. Bloxx watched her go before slapping himself upside the head, as if he had just realized something as well, and phased down through the staircase and many floors beneath him with Porter on his back.

"You'd think I would have gotten use to passing through walls and stuff by now." Bloxx grumbled as he shuffled to the bookcase that hid the hideaway and phased through the shelves and books, coming across Spectra as she furiously typed away at a floating laptop in front of her and casting quick glances at the books that floated above and beside her; she oblivious to Bloxx and Porter as they came to a stop at her side, Porter reaching down to pick up a book in his fingers and glance at the title.

"The Red Lady!?" both boys exclaimed at once.

"I know it's hard to believe but-" Spectra started.

"Actually, now that I think about it, it's not that far fetched." Bloxx shook his head.

"No, that would require a dog." Porter smiled, earning him odd looks from Spectra and the Segmentasapien. "What? I thought it was funny!"

"Stick to art, Porter. Leave the comedy to the professionals." Spectra sighed.

* * *

"Ugh, another _boring_ day at school." Manny sulked, falling back against a tree; Heath and Deuce lazed about on the ground and nearby picnic bench with equal expressions of boredom on their face. With almost everything set up for Ben's birthday party, there was little else to do but sit around and wait for Jane to return and report Ben's whereabouts. Which meant the trio of man-sters was out of things to do to pass the time. "Am I right fellas?" Manny grunted, kicking Heath in the back to prevent him from falling asleep on him and Deuce.

"Yeah, when's the party supposed to start?" Heath griped. "I wanna show Abbey my mad skills!"

"What skills, dude?" Deuce chuckled. "What are the odds that she'll actually stay near you long enough for you to show her anything?"

"For your information, the Heath-miester scored a date with the lovely lady!" Heath bragged.

"How? Did ya cry and beg until she surrendered?" Manny cracked.

"No, I beat her in a card game." Heath grinned.

"Dude, are you serious?" Deuce asked with disbelief.

"No lie," Heath smirked. "And no, it was not strip poker. Even I'm not that stupid enough to play a game like that with a ghoul like Abbey."

"Yeah, you're stupid enough as it is!" Manny snorted with a joking smile on his face.

Heath was about to retort with what he hoped was a witty comeback a loud roar caught everyone's attention as a bright flash of ghostly, blue energy pulsated in the sky far above the party, exploding outwards into a large portal as a gigantic, long, Greek-styled ship came sailing through, its many oars stroking the air in unison as it pulled free of the portal and into the open air.

"I take it back!" Manny cried as the party goers started to yell and panic, running in all directions like frightened cattle as three, shifty figures moved about on deck.

"Time to boogie!" an old, hag's voice cried from above as a cannon that was built to resemble a bird's beak rotated around from the front side of the ship, aiming directly at the three man-sters bellow. Heath and Deuce quickly beat a hasty retreat, running out of range with Manny hot on their tails before the minotaur noticed something; Iris was moving as fast as everyone else, tripping over a discarded roll of wrapping paper someone had accidentally left lying around, and falling to the ground just as the cannon fired an ominous, shimmering ball at the downed cyclops.

"Iris! No!" Manny bellowed, turning on his heel and charging right at his ghoulfriend with his head lowered to the ground. Sweat dripped down his face as his heart raced to protect the one he loved as the glittering ball came closer and closer, a loud whistling sound meeting his ears as he saw red and dove in front of Iris as the ball struck him in the gut, engulfing the both of them in a cloud of dark smoke before it died down.

"Manny?" Iris blinked her single eye, looking at her boyfriend. Was it just her, or was he lot more . . . faded than before? She looked down at herself to see she was hovering a few inches above the ground like Manny was, her image now shimmering and see through like a ghost.

"Look out!" Manny snorted, but it was too late. By the time Iris knew what was happening, long, dark chains with evil, blood red glows to them shot straight at them from the boat above, wrapping themselves tightly around Manny and Iris before hauling them up to the sky and into the boat where they were deposited carelessly at the feet of three, evil looking Hall Moanitors.

"Bah! Can't you get more than two in one shot!?" Present grumbled at Past as he loaded another round of Boogie Sand into a cannon. "No matter. This will all be over in but an hour!" he cackled, swerving the cannon around and aiming it right at Gil and Lagoona as they held each other tightly, braving for the worst to happen.

"Wait, what's that sound?" Future wondered aloud. Indeed, there was a loud sound that filled the air around them above the screams of fright coming from the student body below and clattering of tables and trays being pushed over.

"AAAAARRRRRR! PREPARE TO DO BATTLE, YOU UNWORTHY SWINE!"

The three Hall Moanitors glanced up just as a portal ripped its way across the sky, dwarfing their own as a tall, massive pirate ship swept through the opening and into the cool air, the ragged sails billowing as the many cannons on its side began to fire without mercy. What really terrified the three ghosts however, were the angry looks the crew of the pirate ship was giving them, particularly one of the crew members as he calmly walked up to the very edge of the bow and stood there, touching his wrist with his left hand and holding it there for a few seconds before he suddenly slammed it down on something; a green light engulfed him, and the three Hall Moanitors knew they were in for it.

His skinny figure suddenly swelled as hundreds of muscles piled on top of each other, sending his growing form upwards until he was more than twice as tall as his previous self. His fingers pulsed as thick veins appeared on his arms, sending alien blood through them. A second pair of eyes appeared above his own and every hair on his head disappeared. A short beard appeared on his chin that ran up to his disappearing earlobes as his jaw jutted out. Suddenly, a second pair of smaller arms burst out from under his own, still just fresh muscle and bone. Draculaura felt like she was going to be sick until rough, faint, red skin covered them. His toes melded into two large claws as a row of small spikes appeared on his head and shoulders. A ragged and torn black undershirt with a single, green stripe down the middle and a pair of ripped black pants materialized on his person as the flesh around his face dissolved slightly, exposing yellow bone on his right jaw and raw muscle on his thick neck as black, fingerless gloves appeared on his hands. Thick, dark green shackles appeared on his wrists with heavy chains attached to them with large balls of lead at the ends, a wicked grin forming on his face as the Omnitrix appeared on his belt, completing the transformation.

"For once, I did not see that coming." Future whimpered as Four Arms let out a loud battle cry that reverberated the air and sent shivers down their spines as the rest of the ghostly crew took up arms and echoed his loud cry of rage.

"Batten down the hatches, mates! It's gonna get ugly!" Vandala cried as she spun the ship's wheel hard to the right and brought the salty Spectre up to the side of River's boat. "Relatively speaking." she flinched upon seeing the three Hall Moanitors glaring at them.

"Fire!" Vandala yelled before a dull _boom!_ met her ears; she ducked down to the deck just as a cannonball sailed over her head and nearly took off her captain's hat.

"So that's where the cannonballs are!" she heard Present exclaim.

"Apparently, I should've been more specific," Vandala grumbled under her breath. "Consider that a warning!" she shouted at the three Hall Moanitors. "Fire off the starboard side!" she ordered. Her skeletal crew were quick to comply as they swung down from the rigging and took positions behind three of eight cannons that lined the top deck, shoving cannonballs into their barrels and firing them off at River's ship, cheering when the boat jolted and rocked from collisions.

"Prepare for impact!" Twyla yelled from above just as a cannonball struck the side of the ship and heavily rocked it.

"Stop firing at my ship!" Vandala roared, whipping her sword, itching to run through of the three Hall Moanitors that dared to fire at her precious ship. "Aye? Yer in charge of the salty Spectre while I take care of some . . . business." she instructed her pet cuttlefish.

"Aye, Aye!" Aye chirped happily, floating up behind the helm as Vandala rushed down the deck, her metal leg loudly clomping loudly on the wood as she rushed to Four Arms's side. "Catch, mate!" she cried, reaching for the other side of her belt and tossing the Tetramand a sword; he caught it in one hand before stealing a sword from one of the skeletal crew's belt, Femur if he remembered correctly, and pulled it into his other hand.

"Ready, love?" Vandala smiled.

"I've been wanting to do this since I met you and those creeps, babe," Four Arms grinned.

"Well then, don't forget this!" Vandala smiled, pulling a black, captain's hat from the folds of her captain's jacket and setting it on Four Arms's head. "Now then, where were we? Ah, yes. YAAARRR!" Vandala cried triumphantly as she flipped over the side of the Salty Spectre and landed on the deck of River's boat.

"Don't be alarmed, we're taking over the ship!" Vandala grinned wickedly, pointing her large sword at the three Hall Moanitors.

"AYE! AVAST!" Draculaura cried as she appeared at Vandala's side, trying to look scary; the three Hall Moanitors instead burst out laughing as Vandala stared at her before a loud _thump!_ echoed across the deck.

"I believe this is the part where you run." Four Arms suggested as he whipped out his duel blades for the three Hall Moanitors to stare at as he cracked his knuckles. "Ready for round two, suckers?" he grinned wickedly before the trio charged forward.

Vandala cackled with glee as she attacked Present, swinging her grand sword high and slicing off the top of the diminutive man's top when he ducked to the deck. Present quickly whipped out his badge and was ready to fire it off when the skeletal monkey came screeching down from the rigging and swiped it away, chucking it over the side and taunting Present as Vandala laughed and kicked him across the deck. She then charged right at the man and raised her sword above her head, prepared to slice Present's head off (or hit him over the head with it. Whichever she happened first) when present quickly reached into his coat and whipped out a small dagger, just barely blocking the blow before popping back up to his feet and quickly performing several impressive swings and stabs of his dagger.

"Oh, bugger." Vandala frowned as she swung her sword again, sparks spitting everywhere when the two blades hit.

"Lets see how many swings it takes for me to cut you into pretty party ribbons." Four Arms grinned darkly as he crossed both of his swords in front of his face and charged at Future; the ghost quickly stepped the attack before grabbing the Tetramand by the head and swinging up onto his shoulders, reaching into his pocket for the cattle prod he still owned from previous torturing. Before Future could stab the Four Arms with the electrified stick, the Tetramand reached up with one of his lower arms and grabbed Future by the foot, yanking him off and throwing him against the ship of the deck twice before slamming him into the deck and stabbing his swords downwards. Future rolled out of the way in time and popped back up with his cattle prod in hand, jamming the weapon into Four Arms's gut and earning a loud yell of agony.

Draculaura swooped and flew out of the way as Past fired off Detention Chain after Detention Chain, always missing as the ghostly vampire ducked and dodged each attack before lashing out with a leg and swiping the old hag's feet out from under her. In an instant, Draculaura was on top of Past, driving her small fists into her face before bouncing off of her rotund belly and plummeting back down with a furious look on her face as she jammed her pointed elbow into Past's gut and popped out the old hag's dentures, watching with disgust as they clattered all over the deck as if they had a mind of their own.

"You really should get that checked out," Draculaura muttered before dodging another Detention Chain.

"Fire off the starboard side!" Vandala cried over the roar of the battle as she ducked a swipe of Present's dagger and swept his small legs out from under him with her own metal limb. "Grab the sand lets heave-ho!" she hollered to Four Arms and Draculaura as she scooped up several jars of sand and tossed them over the side where they thankfully exploded on empty space. The Tetramand and vampire finished off their respectable opponents before each grabbing as much sand as they could carrying and flying back over to the Salty Spectre as the ghouls and skeletal crew kept them covered with cannon fire.

"What now?" Clawdeen cried over the din before the Salty Spectre rumbled violently, as if it had been struck by an earthquake.

"We are sinking!" Rochelle cried.

"How the bloody blazes did those swine manage to sink me beautiful ship!?" Vandala screamed, dashing over to the railing to see several dozen holes in the side of her sinking ship. "Oh, bugger." she cursed before running away from the railing and scooping up as many jars in her hands as she could carry. "C'mon, mates! We're making a run for it!" she cried. "Aye, see if you can't get me lovely ship seaworthy again!" she called over her shoulder as the ghouls gathered as many jars as they could flew off as River's boat chased after them, the three Hall Moanitors not looking happy in the slightest.

* * *

"No, no, no, no, NO!" Principal Revenant cried angrily, slamming her fists down on her desk when she saw the ghouls not only out of Haunted High and in the Monster World, but in possession of every last jar of ghost sand her three Hall Moanitors had managed to gather. "Ugh! What else could possibly go wrong!?" she griped angrily, getting up from her desk and making her way towards the doors of her office; if she made it out those doors, it would the first time in years she had ever left her office; a sudden noise put off the feat for the time being as horror crept across Principal Revenant's face.

"'What I've Learned About Spreading Gossip'," a sad and nervous voice announced calmly. "A haunted Herald blog post by Spectra Vondergeist."

"WHAT!?" Revenant screamed as she turned around to see Spectra's face taking the place of the fleeing ghouls in her crystal ball. Panic in her eyes, she rushed to the windows of her office to see the Spectra, Porter, and Ben all firmly standing on the small balcony that surrounded her central office in the main lobby.

"Before coming to Haunted High, I never saw much harm in reporting on rumors," Spectra began, silently nodding to Ben as he cycled through the Omnitrix and selected the alien he needed before slapping the activation button. He felt himself grow slightly shorter than before as his bones groaned and cracked, lengthening and becoming thinner as Ben's skin became lose like a paper bag that hung over his skeleton. After a few brief nanoseconds, the skin tightened and formed over the limited muscles that had grown over the bones, the skin know smooth and pebbled. His skin turned a pale shade of red as his fingers grew longer and his nails grew duller, his chin became a small cleft square spirals and swirls appeared on his skin. The skin then covered his eyes, blinding him and making them disappear all together as his organs sloshed and changed inside of him. The most noticeable part of the transformation however, was Ben's head. It began to grow upward, becoming slightly box-like in appearance as his brain began to expand and grow, filling every available space in the skull's brain case. A black jumpsuit with green, downward pointing stripes appeared on his body, black irons materializing on his wrists, elbows, and shoulders as the Omnitrix appeared on his chest, completing the transformation.

"They were just funny stories," Spectra went on as Mindmesser floated above the ground, raising his hands above his head as the air above him began to pulse and swirl. "Little tidbits of juicy gossip. It was fun to join in with the crowd and pass along the latest overhead pieces of news." Spectra gave a small smile when she saw several of the students murmur quietly to their classmates without taking their eyes off of her.

Spectra sucked in a deep breath before speaking as Porter set a reassuring hand on her shoulder. "But now I realize how harmful rumors can be." she admitted sadly before gathering her courage and speaking in a louder tone. "There's a particularly nasty rumor going around here at Haunted High about how the so-called "outsiders" want to come to your school to frighten you to terrorize you, to torment you. It's not true!" Spectra yelled loudly, banging her hand down on the railing as the air above Mindmesser warbled and warped into a wavering vision of some kind as images began to dance across the screen.

"The Solids don't want to hurt us," Spectra went on, confidence building through her as the images played about her; Heatblast had just saved a little vampire girl from a raging inferno using his own body as a shield from the searing flames; Humungousaur stopped a runaway train with his bare hands, skidding down several yards of track before the lumbering vehicle came to a complete stop; Spectra and Frankie were happily chatting in the hallway before XLR8 and Heath came racing by with an enraged Abbey hot on their heels.

"The Solids don't want to hurt us," Spectra repeated. "I go to a school where it doesn't matter what kind of monster you are; ghost, vampire, werewolf, sea monster, freshwater monster, we're all there and we can set aside our differences to become friends," Spectra smiled before the images above her shifted to show Ben's first few days at Monster High. "Imagine my surprise when a Normie of all creatures quickly became my Beast Friend and later lover. I never would have believed it myself and yet, here I am now." she smiled weakly. "The rumor of the Solids wanting to hurt us, to torment us, and frighten us is not true, but this rumor became so powerful, so real, that it was able to convince the entire school to go along with Principal Revenant's devious plan." Spectra sighed sadly as the image above her became larger and shifted to show the chaos that had ensued at Monster High as more portals of the same variety opened up all around the student body to show guys and ghouls running and screaming in fright as the Hall Moanitors viciously chased after them, howling in misery when the Boogie Sand hit them, and sobbing uncontrollably when they were ensnared in Detention Chains and hauled up onto the deck of River's boat.

"Do those look like monsters that want to hurt us?" Porter spoke up, his voice echoing out over the sea of students as Frankie screamed and was consumed by a sea of frightened students. By the time the crowd had parted, the Hall Moanitors were upon her, readying to turn her into a ghost and haul her up like some magnificent fish to be photographed and gawked at. The students watched as Four Arms suddenly dived in front of her, swinging his ball tipped chains as the confetti cannon fired a ball of Boogie Sand at Frankie; the Tetramand swung with all his might and sent the glittering ball back at the boat before scooping up Frankie in his arm and making a run for it as the rest of the ghouls flew after him, a few jars missing from their collection.

"And for what?" Spectra went on as Revenant dug her fingernails in her desk, heavily grinding her teeth against each other as she watched the podcast from her crystal ball; it took every ounce of her will power to not smash the glowing orb in front of her in the hopes that it might, just might end the unraveling of all her hard work. But she knew it wouldn't work. With a desperate frown she turned to the small chest she kept on her desk that held her precious key and lifted open the lid only to find a neon green spray paint can and a rather rude gesture painted on the inside of the lid.

"Because she really thinks the Monster High students deserve detention?" Spectra continued as the screens showed more horrifying images of the Hall Moanitors rounding up the frightened students like cattle and hauling them onto the boat by the chainful without worry or concern for the student's well being as they were pressed together on the deck. "No," Spectra shook her head. "All this is because she wants to get rid of her own chains."

Spectra gave a mental smile when she heard several, nearly silent gasps coming from the student body; time to go in for the kill. "And she has a lot of them because Principal Revenant . . . is the _Red Lady!_" Spectra cried, holding up her single source to a page of the infamous woman for the entire student body to see as images of the same villain appeared on the many surrounding screens.

"It's true!" Porter roared, holding up several of his chains for everyone to see when he heard cries of protest or argument. "These are her chains!"

"This building, it used to be her home!" Spectra went on. But her chains kept her from leaving, so she turned it into a school! The Red Lady wanted to give you all detention so you could carry out her punishment for her!" Spectra cried loudly, oblivious to a loud rattling sound.

"Look! Up there!" some called from the crowd.

"Spectra! Behind you!" Mindmesser cried as all the wavering images suddenly faded into thin air.

"That's quite enough of your _blogging_, Miss Vondergeist!" Revenant snarled as she waved her hand in the air; the key in Porter's hand twitched violently before being torn free and sailing right into Principal Revenant's waiting fingers, an irritated look on her face. "So. You figured it out." she frowned. "I am the Red Lady!" Revenant cackled darkly as her eyes glowed a soulless red and she was consumed in a cloud of blood red smoke that crackled and rumbled like a thunder storm. When the smoke cleared, Revenant now wore a blood red cloak trimmed with a dark gold and a ragged red dress as her body shimmered a dark red in color, the exact same color of a blood moon; shivers traveled up everyone's spine.

And your little friends may have disrupted my plan," Revenant frowned, edging closer to the trio on the balcony. "But it doesn't matter. If I can't have new students to put in detention, I'll just give all my chains . . . to you." she smiled wickedly as the key in her fingers glowed ominously, the massive ball of chains that floated behind her glowing a dark, almost black red before they shot off like rockets, all of them aimed directly at Spectra in particular and ready to weigh her down and trap her forever in the Ghost World.

* * *

"Geez, they just aren't giving up, are they?" Ben grumbled as he and the ghouls phased through the outdoor bleachers of the pool with the three Hall Moanitors hot on their tails in River's boat.

"Would you?" Charmcaster asked, deadpanned.

"Actually, no. Not after what we did to them." Ben mused. "Was it really necessary to destroy Present's hat?" he turned to Vandala as they banked a hard a right and flew back the way they came, scattering quickly as they came across the ship and regrouping once they were out of harm's way.

"Yes," Vandala replied, shifting her jars of Boogie Sand. "That hat was way too big for him. And I should know." she gave a smile smile.

"They're too fast! We can't outrun them!" Twyla exclaimed when she glanced back and saw the Hall Moanitors were gaining ground fast.

"We have to keep going!" River protested. "And once this is all over, we can throw a huge party!"

"I like parties as much as the next guy, but now is really not the time, River!" Ben frowned as he put on an extra burst of speed and hoped it was fast enough; the Omnitrix in recharge mode, he couldn't switch to one of his more agile forms and out run the three annoying ghosts behind him. All he could do was fly and hope it was fast enough to out run them at one point or another.

"No!" Kiyomi cried, come to a sudden halt. "No more running!" she yelled firmly.

"Kiyomi, what are you doing!?" Draculaura cried frantically.

"Are you crazy!?" Charmcaster yelled.

"I started all of this by opening windows between worlds!" Kiyomi shouted. "Now, I'm going to do the same to end it!" she cried, holding up her hands in front of her and focusing her energy into opening up a small portal as the ship rushed at her, getting faster and faster with every stroke of the oars; if Kiyomi didn't move out of the way fast enough, the Hall Moanitors would hit her head on and she would be splattered like a bug on a windshield without any chance of getting an after life. The Hall Moanitors didn't seem to care though, their eyes set firm on the ghouls behind Kiyomi, particularly Ben and Vandala.

"We have to help her!" Draculaura yelled, swooping down to Kiyomi's side.

"How? None of us has ever opened a window before!" River cried, following Draculaura.

"We have to try! Group ghost power!" Draculaura said firmly.

"Normally, I'm the one that suggests the crazy plans and whatnot, but it's nice for a change to have someone else suggest it." Ben shrugged, following Draculaura's lead without hitch as Clawdeen followed him. The ghouls all shared nervous glances with each other before following their friends and floating at Kiyomi's side, waving their hands in what they hoped were portal casting gestures and movements; but nothing seemed to be working. It seemed that they were all doomed to be killed as the Hall Moanitors gunned the ship faster, sick grins on their faces as they plowed the ship through the air, determined to seek vengeance on those that had irritated them for far too long.

"YOU AIN'T TOUCHING A HAIR ON HER HEAD!" a loud voice boomed.

The Hall Moanitors jumped back, startled at the loud voice as they searched wildly for the source of the commanding voice, flinching and turning paler than ever thought possible when they saw exactly who it came from. Rising up from behind the line of ghouls and Ben was a massive dragon with dark, rust red scales, two pairs of massive, bat-like wings, four horns, giant, curved claws, and an incredibly ticked off look on his face. To make things worse, his image wavered and shimmered, a loud rattling echoing through the air from the shackles on his arms and the lose braces on his tail and neck.

"Dragoon? If you want a rematch, now's really not the best time!" Ben grunted as he tried to open up a portal.

"Please, as if I care about you anymore," Dragoon rolled his eyes. "My main concern is to protect fair Charmcaster with my dying breath. And if that means I save you in the process, so be it." the dragon shrugged before open his jaws as wide as possible and unleashing a tidal wave of hot flame at the approaching ship, the searing hot flames licking across the deck and figurehead as the three Hall Moanitors ducked for cover.

"Thank ghoul I sprung for that fire-proof paint when I had the chance!" River sighed with relief.

"Wait, wait, wait, hold up!" Ben shook his head. "You love Charmcaster? Are you serious?" Ben cried with disbelief.

"Does the sun rise and set every day?" Dragoon asked as he flapped his wings. "And as you said before, now is really not the best time. And on an unrelated note, I've been wanting a piece of these guys ever since they turned me into a ghost." he added, firing off another jet of flame and blasting the boat back a little ways.

"Lemme show ya how it's done, Big Boy," Charmcaster smirked up at Dragoon. "_Twista Combititus!_" she cried, her body glowing with a dark pink aura as the air around river's ship shimmered and wavered. A sudden blast of bright light erupted right around the ship, forming into a massive cobra made of pure energy as the serpent wrapped its coils around the ship and constricted them as tight as it could, holding it firmly in place as the Hall Moanitors tried to pry off its coils by beating them.

"Nice trick," Dragoon admitted. "So, does this mean we're dating?"

"Maybe, maybe not," Charmcaster shrugged with a playful smile on her lips. "Either way, you do look kinda cute."

"I hate to interrupt the touching moment, but I don't think that snake's gonna hold for long!" Clawdeen yelled, still unable to make the shimmering portal before them any larger than before.

"Right," Dragoon grunted. "Save world now, relationship later. Ben, turn into Feedback." he instructed the watch wearing hero.

"Why?" Ben asked.

"I've got an idea," Dragoon replied. "Now do it!"

Ben did as he was told and turned to the Omnitrix, turning it on and cycling through the roster before he came across the Conductoid icon and slammed the activation button as the green light washed over him and began to change his DNA. The changes began almost immediately, starting his skin becoming a dark, midnight black that raced up his arms and legs and covered his face. His eyes widened into large almonds before melting together into a single, green orb. His teeth became sharp his toes all ground together into two claws. He felt an itching sensation at the base of his spine, and craned his head to watch a long, elastic-like tail stretch out behind him, a growth forming on the end that resembled a forked plug as braces traveled back up towards his spine. His fingertips become hard and metallic, becoming cube shaped as muscles piled themselves on his arms and chest. Two long antennae suddenly shot out from his skull, unrolling behind him like dreadlocks as forked plugs formed on their ends, rusted shackles forming just above them and all the way down to Ben's head. His chest and torso turned a dark shade of green as the Omnitrix appeared on his chest and a sharp, tingling feeling could be felt in his fingers as chains wrapped tightly around his arms and legs.

"Alright, what now?" Feedback asked.

"Now plug into the ghostly-energy-field-thing." Dragoon instructed.

"You sure you know what you're doing?" the Conductoid wondered as he rolled his antennae and tail forward before jamming them back and stabbing them into the air, the plugged ends disappearing into thin air as if they had been plugged into something; indeed, Feedback did feel some kind of energy there, a rolling, dismissive force that was hard to control, but manipulative enough nonetheless.

"Not in the slightest," Dragoon replied. "Now plug into Kiyomi and fuel her."

Feedback did as he was told and rested his wavering plugged fingertips on Kiyomi's head just as the cobra construct shattered into magenta shards and released the ship; Charmcaster cried out and flew back to be caught by Dragoon's strong grip as the ship rushed forward.

"NOW!" Dragoon roared, opening his jaws again and firing off a wave of fire at the approaching ship, creating a curtain of sorts that obstructed the Hall Moanitor's view as Feedback channeled the energy through him and into Kiyomi, the noppera-bōscreaming in agony as the energy coursed through her and into the portal she was making, slowly making it bigger and bigger with each passing second.

"C'mon, ghouls! Time ta get in on the action!" Clawdeen exclaimed, flying up to Feedback and resting on a hand on one of the metallic bolts on his arms, jolting slightly when she felt the energy run through her veins as she pointed a hand at the shimmering portal; it was opening faster now, if only slightly.

"You heard the werewolf, mateys! It's time to turn on the power!" Vandala cried, rushing up to Feedback and setting a hand on his other shoulder and pointing her free hand at the portal, the energy coursing through her violently as one by one the ghouls all followed her lead and rested hands on different parts of Feedback's body, tapping into the ghostly energy and firing it back out at the portal as it got bigger and bigger.

"Just a . . . little . . . more!" Kiyomi grunted.

"Way ahead of you, ghoul!" Dragoon yelled, cutting off the steady stream of fire and curling his claws around Feedback's waist and holding him tightly as he opened his jaws again and channeled the energy from the Conductoid through him and back out through his gaping maw, the portal expanding rapidly to accommodate the fast approaching ship. By the time the Hall Moanitors realized what was going on, it was too late!

* * *

"You are going to be in detention for a _very_ long time." Principal Revenant grinned wickedly. Spectra gasped as the key glowed a frightening white in Revenant's fingers before the massive ball of chains attached to her legs grew brighter and brighter before suddenly exploding outwards, hundreds of individual chains rattling and snaking through the air all aimed directly at Spectra and ready to make her a mummy of unliving metal when a loud roar shook the entire school to the core. Dust and bits of cobwebs rained down from the ceiling as a massive portal opened up directly above the student body of Haunted High and River's ship came barging through at a break neck speed directly between Revenant and Spectra. The chains immediately latched onto the boat, coiling and curling themselves around the hull and stern like rattling octopus tentacles before they turned on the three Hall Moanitors themselves, wrapping around them and holding them as they were dragged to the deck.

"Not so fun, is it?" Porter smirked as the boat came to a slow stop in the air.

"Ha! That'll teach you to mess with another Reaper's confetti cannons!" River crowed upon seeing the trapped Hall Moanitors as she, the ghouls, Feedback, and Dragoon flew through the gaping portal and back into the ghost school.

"So this is Haunted High?" Dragoon mused. "Not bad. Could use a little dusting though."

"Agreed." Charmcaster coughed. "Now would you mind letting me go?"

"Sorry." Dragoon apologized as both Omnitrixes timed out and reverted Feedback and Mindmesser into two phantom clones of Ben. "Now I've seen everything." Dragoon shook his head as both Ben's simultaneously turned to their Omnitrixes and slapped the activation buttons. Their skin changed into a smooth, chrome white that became tougher than his original. They began to shrink down until they just barely reached the ghoul's ankles as their faces widened for their expanding mouths. They could feel their organs sloshing about inside of them as their bones became slightly softer and more bendable; their lungs expanded until they were the largest organs in their bodies as their eyes became smaller and turned squinty. Their ears vanished to be replaced by small holes, and even then they were covered by hardened skin that wrapped around their heads in a way that resembled headphones. Their arms and legs grew shorter as the Omnitrix symbol appeared on their heads, a thick collar appearing around their necks as shackles materialized around their waists, chains attaching themselves to all three of them before firmly embedding themselves into the Omnitrix, completing the transformation.

"Wall of Sound!" the two Sonorosian clones cried out as they divided themselves into a dozen more clones and sucked in huge breaths before firing them back out at massive frequencies at Revenant. The ghost had little time to react before the wall of sound crashed into her, sending her flying and tumbling through the air as the Sonorosians quickly molded back into one Echo Echo; the Omnitrix timed out seconds later and returned Ben to the world.

"Ah, man, it feels good to be whole again!" Ben grunted, cracking his aching back.

"Ha! Not really what I was going for," Principal Revenant shrugged once she had recovered; her chains were gone and she was no longer tied to the retched building that she used to call home. So what if she got blasted in the face and had her ears assaulted? "But I'm free! I'm finally free!" she exclaimed happily. "Well, it's been fun, boys and ghouls. It really has," Revenant smiled wickedly, ignoring the betrayed looks from her Hall Moanitors. "But if you'll excuse me, I've got a _lot_ of haunting to catch up on!" she cackled evilly.

"Looks like you'll have to reschedule, Revenant!" Ben frowned as he turned to the Omnitrix and slapped the activation button without looking as he felt the changes creep across his body. Everything about him began to change in one single way: it got big. It got huge. It got enormous as Ben's frame rocketed upwards towards the sky, dwarfing everyone below him and making them look like dolls. His skin turned a pale, metallic white and red, large, thin blades growing out of her wrists and arms, fins sprouting from her waist, wrists, and shoulders. A large, thin red crest rose up from his head, adding to his height. Hard, metal knobs grew out from the corners of his mouth and he could feel a pair of organs forming in his hands, filling up with a sort of corrosive acid. Gigantic, rusted shackles formed around his ankles and wrists, traveling up his arms and legs before massive chains appeared around his shoulders, waist, and neck, parts of his skin rotting away to expose muscle or yellowed bone as the Omnitrix appeared on his chest, ending the transformation.

Revenant ignored the transformation; once she was safe in the Monster World, hidden from the authorities and with a network of trustworthy spies that should most likely betray the second she got the chance, she could go after the Omnitrix all she liked. With that much power, she could acomplish any heist or fright she ever wanted and no one would be able to stop her.

"You aren't going anywhere!" Way Big roared, lunging forward with a gigantic hand and catching Revenant in his fingers, clenching his fist and holding her tight just as a blood red portal opened up in the air.

"I think I am, dear boy," Revenant snarled. "School's out!" she cried, raising her hands and stabbing them as deep as she could into the To'kustar's flesh. Way Big cried out and stumbled backwards, nearly crushing the students that didn't get out of the way fast enough as his grip loosened just enough for Revenant to slip free and fly to the open portal as fast as she could, a wicked smile on her face as she prepared to taste her first bit of freedom in an incredibly long time. She raced towards the portal, ready to feel its roar in her ears and the sudden rush of adrenaline she would get when she passed through to the other side, but it never came. She smashed first face into the portal, like a bird flying head first into a window, and yelped in shock, beating a fist on the portal without any effect of it passing through.

"No! NO! Why can't I leave!?" she howled miserably. "I don't have anymore-" she gasped as she looked down at herself to dozen, black chains with an ever familiar blood red glow to them materialize around her waist and legs, rattling loudly and weighing her down slightly. "Chains!? What's happening!? Who's doing this!?" she roared as Way Big's fingers curled around her again, clenching tightly as she was brought up to the To'kustar's face.

"Is it you!?" she yelled, jamming a finger at the titan. "Is it your little ghoul friends!? WHO IS DOING THIS TO ME!?" she roared as loud as she could, her enraged voice bouncing off the walls of the school as the student body flinched and floated a few steps back away from the giant.

"You're doing it to yourself."

"What!?" Revenant snarled, whipping her head down to see Spectra looking up at her with pity in her eyes. "_No._" she hissed.

"Yes," Spectra insisted sadly. "The chains are coming from you. It all makes sense." she said quietly. "Look around at your students," she explained, gesturing to the sea of ghosts and phantoms watching the scene unfold. "All those chains you've given out, and yet you weren't getting any closer to freedom. Because with every haunting, every unjustified detention, every lie, rumor and bit of gossip you spread, you were creating more chains for yourself."

"You . . . you don't know what you're talking about!" Revenant insisted, despite the pained look on her face. "Somebody . . . somebody else must be doing this."

"I dunno about you, but it sounds like you're the culprit." Way Big rumbled.

"It is not the cherry blossom's fault it is a cherry blossom," Skelita added. "It just is a cherry blossom, and it accepts that it will be a cherry blossom for as long as it may live."

"Chinese proverb," Dragoon nodded. "I thought you were Hexican?"

"Jinafire told it to me once before _mi familia_ moved to the Boonited States and she moved in with _mi amor_, Ben." Skelita replied.

"No," Spectra shook her head as she flew up to be even with Revenant. "Deep down, I think you knew what you were doing was wrong. And your inner conscience created these chains to try and stop you. You said it yourself, 'You'll never learn your lesson if you don't pay the price'." Spectra shook her head. "You've been to the Monster World. You know the rumors you're spreading aren't true. The Solids are not out to get you. They're just like you and me."

"Amen." Way Big and Dragoon said.

"Well, mostly." Sprectra shrugged with a smile. "That was all just made up ghost gossip. I don't know about you, but I am done with rumors. And I think you should be, too." Spectra smiled, turning to face Revenant.

"Good for you, ghoul friend," Clawdeen chuckled. "Told ya we'd find a good story!"

Principal Revenant glanced carefully at the chains that bound her still then to the students that all gazed upon her with looks of shock, horror, and grief. She looked to Dragoon and Charmcaster and watched as the two of them glanced over their shimmering images with disdain. She looked up at the grim expression Way Big as he held her tight; Vandala came floating up nearing his head, a small smile creeping across the giant's face. It had suddenly occurred to her that she was not getting anywhere with her freedom. Instead, she was ruining lives by binding innocent students and monsters to her own punishment. How long had it been since her some of her students had ever left the school to return home to their families? How long had it been since they were able to set foot off of school property and experience everything the Ghost World and beyond had to offer? Then she glanced at the glowing key in her hand, the one object of this world that would grant her freedom if she just used it. It beckoned to her, calling out to her with its soft glow. And then she knew what she had to do.

I . . . I spent so much time blaming everyone else that I . . . I never stopped to consider this was _my_ fault." Revenant said quietly as the key in her fingers glowed brightly than it had ever done before. The evil chains that bound every student in the lobby, every ghost, every phantom, every banshee, every poltergeist, and then some, glowed brightly and shifted a little before suddenly unraveling themselves from their prisoners, sailing through the air and intertwining with one another before circling around Principal Revenant like a school of harried fish before latching onto her legs and rolling back up into the massive ball she had carried for so long.

"She took off the chains!" a student cried in disbelief.

"No more detention!" another cried happily.

"I am sorry I made you all part of this." Revenant spoke up so that her voice was loud and clear. "These are my chains to work off, no matter how long it takes. Not yours." she smiled kindly. "And, I hope that you'll _allow_ me to continue being your principal while I pay for my mistakes." she smiled sadly, raising the key up into the air for everyone to see as a pair of giant fingers swept over Revenant's head and closed around the key, raising it up to Way Big's head before the giant opened his fingers and swallowed the key whole without trouble.

"It is going to take a long time," Revenant smiled at the To'kustar before turning to the rest of the ghouls. "But, I will earn my freedom. Someday." she smiled kindly before taking the book of her history in her hands and snapping her fingers for a final time as a cloud of smoke engulfed her and reverted her back to her normal look of a shining blue cleansed of all evil.

"Can I just say, that was spooktacular." Porter grined widely as the student body started to chant Revenant's name loudly.

"You thought so?" Spectra smiled.

"I had chills!" Porter joked. And not just because, you know, I'm a ghost."

"So, is it true? About the outsiders?" a nervous ghost asked as she swooped up to the pair.

"We really don't have to be scared of them?" another asked as Way Big released Revenant and bent down as low as he could, easily covering the group in his shadow as the two ghost students flinched.

"Oh, stop with the intimidation tactics, Ben!" Spectra scolded him playfully. "And I think it's about time these two schools got to know each other." she smiled broadly.

* * *

"Frankie?"

"Yes, Ben?"

"Can I take the blindfold now?"

"No, not yet," Frankie told her boyfriend as she pushed him carefully down the empty hallway, a broad grin on her face; after the whole escapade with the Ghost World, things were starting to settle down. After returning all monster-turned-ghosts back to the Monster World and dousing them with the right Boogie Sand, including Charmcaster and Ben, things had seemingly returned to normal. Or at least, that was what Ben thought. He had yet to find because directly after he had been turned back into a Normie, Ghoulia had quickly put a blindfold on him and directed Frankie to stow him in a janitor's closet for roughly half an hour. Why he still needed the blindfold in the closet was beyond him, but Frankie had made sure he hadn't removed it until she had gotten a signal from Ghoulia.

"How about now?" Ben asked.

"Almost there, Ben," Frankie told him. "Just keep your stitches together.

"I don't have stitches." Ben reminded her as she took her hands off of his shoulders for a brief moment, the sound of rusty hinges meeting his ears as Frankie opened a door of some kind and pushed him outside before going after him; Ben could feel warm rays of sunlight on his skin and a cool breeze tickled his forehead.

"You ready?" Frankie asked in his ear.

"I've been waiting half an hour. What do you think?"

"I'll take that as a yes." Frankie laughed as she grabbed the end of Ben's blindfold and undid the knot, pulling the piece of cloth from Ben's eyes and returning his vision to him.

"_SURPRISE!_"

Ben blinked and looked out over the area to see all of his friends in this strange world and more gathered about amongst a forest of balloons and streamers. Off to the far side of the massive party before him was a long buffet table with a mountain of food piled on it to accommodate the variety of guests attending the event. High above with anchors securely weighed down to the ground was the Salty Spectre and River's boat floating in the air as Vandala whooped and swung down from a rope and landed next to Ben with a broad smile on her face. "Aaarr, matey! Turn it up!" she called up to River's boat. The Reaper gave a thumbs up and spun the records on her DJ table as Holt jammed alongside her, glad to finally have someone that understood how to fully rock a party; the three Hall Moanitors were currently swabbing the deck, miserable looks on their faces and Detention Chains wrapped tightly around their waists.

"What is all of this?" Ben asked, utterly confused as _Party like a Monster_ by Catty Noire and Casta Fierce played over the many loud speakers hooked up around the outdoor pool; Lagoona, Sirena, and a phantom Rochelle dove into the coffin-shaped basin with a loud _splash!_ as Johnny, Operetta, and Scarah relaxed on lawn chairs on the pool side.

"Aiiiieeeee-yaaaaAAAhhhhh!" Ghoulia grinned, hugging Ben tightly with a smile on her face.

"It's my birthday?" Ben wondered before realization crossed his face. "It's my birthday! Woo-hoo!"

"Happy Birthday, matey!" Vandala laughed, clapping Ben on the shoulder. "And it's the perfect occasion to let both crews get to know each other, too!" she added, gesturing to the massive portal that wavered in the air on one side of the pool, opening up into the main lobby of Haunted High where dozens of ghosts that weren't quite ready to jump into the frenzy partied and enjoyed the music; Principal Revenant could seen serving drinks to those that requested it as Kiyomi floated up through the portal with a slice of cake for the chained ghost.

"How'd you know it was my birthday?" Ben wondered.

"We didn't," Frankie admitted. "Ghoulia did."

"Eeeeyaaaiiahahahaaaaa." the zombie explained.

"That is both cool and creepy at the same time," Ben smiled. "But I'm glad you did it, sis."

"Sis?" Vandala cocked an eyebrow. "I'm sorry mate, but neither of you bare any resemblance to the other."

"Eeeeyyyaahhhiie." Ghoulia explained.

"Did either you catch that?" Vandala wondered. "I don't speak Zombie yet."

"That's their relationship," Frankie explained. "Brother-sister love."

"Eyyahaaaaa." Ghoulia smiled.

"Ghoulia's right," Ben grinned. "Lets party!"

"Hey, lover boy!"

"Did you think you could really start the party without us?" Whisp purred, appearing from behind Ben and sliding her arms around his neck as she rested her head on his shoulders; Nefera sidled up to him from his right, hugging him tightly as Ben's face turned a slight red.

"Glad you could make it, Nefera. Whisp." he smiled.

"Me too, Ben." Nefera, kissing him on the cheek as the first song ended and a second song came on.

"Ooh! I love this song!" Nefera squealed happily.

"I thought you didn't like much of anything?" Ben wiggled his brow comically.

"That was the old me," Nefera rolled her eyes. "Now I love this song!"

"What song is it?" Ben asked as the unfamiliar beat blared through the speakers.

"_Calling All the Monsters_ by China Anne McSlain." Nefera replied with a wide grin; various ghouls were starting to make their way towards Ben, a similar look on all their faces. Ben gulped nervously and turned to the Omnitrix before selecting the alien needed.

"Hold that thought," he said. "Man, you getting a work out today." he muttered as he slapped the activation button on the Omnitrix. His skin changed into a smooth, chrome white that became tougher than his original. He began to shrink down until he just barely reached the ghoul's ankles as his face widened for his expanding mouth. He could feel his organs sloshing about inside him as his bones became slightly softer and more bendable; his lungs expanded until they were the largest organ in his body as his eyes became smaller and turned squinty. His ears vanished, to be replaced by small holes, and even then they were covered by hardened skin that wrapped around his head in a way that resembled headphones. His arms and legs grew shorter as the Omnitrix symbol appeared on his head, finishing the transformation.

Echo Echo quickly divided himself into eleven clones before each clone slapped the Omnitrix, each of them selecting a different alien as the girls edged closer and closer through the crowd of monsters.

His body began to grow as millions of muscles piled onto every part of his body, his fingers and hands swelling as alien blood pumped through his veins. Stitches appeared on his body as the transformation teared through his shirt, ripping it to shreds as patchwork skin took the place of his old one. A pair of green gauntlets formed on his hands as metallic bolts burst out from his body on his arms and back, twin gigantic conductors tearing out of his shoulders and crackling with electricity as a pair of black pants and large boots appeared on Ben. His jaw jutted outwards, a few teeth sticking out as his hair turned jet black and became long and shaggy. The final piece of the transformation was the Omnitrix popping out his right pectoral muscle, a large scar etching outwards from it as if the device had been ripped out of his body.

The first change was incredibly major. Ben could feel himself being literally cut into strips through some unseen force, as if being cut by a giant pair of invisible scissors. He could feel his bones and organs disappear altogether, and for a brief moment Ben wondered if he was going to die within seconds. Except he didn't. He could feel each strip of body vibrate with health, as if each were alive in its own way. Like magic, they twisted themselves make together into a crude, muscled figure with exaggerated fingers and toes made of thin strips. He could feel his face harden and become flat, turning pointed and green and black in color. The face plate sat itself on top of the bandaged shoulders as a green and black headdress appeared on his head, a wide collar appearing on his neck as two tendrils sprouted from his back. Black and green braces appeared on his arms and ankles, a green belt with the Omnitrix on it appeared around his thin waist, finishing the transformation.

Deep orange fur sprouted all over his body, as if a bomb filled with hair suddenly exploded inside of him. His lower jaw jutted out as his teeth became sharp and menacing. The wave of fur raced over his face, covering his eyes as they suddenly vanished all together. He could feel his ears disappearing as what felt like gills take their place. In actuality, they were sensitive ears able to pick up the tiniest of sounds. His shoulders and arms swelled as his dull nails became sharp claws. His legs twisted and formed into the hind legs of that of a dog as a thick green color appeared around his neck, the Omnitrix symbol in the middle.

His skin began to crawl as it hardened smoothed into something similar to an exoskeleton, yet not at the same time. It turned black as it raced over his body, blue blotches with lighter centers appearing all over him. His fingers became sharper as they turned into claws, and he could feel his toes melt into toe as a third claw sprouted from his heel with a loud grinding sound. His teeth fused together into two plates that felt like they could bite through almost anything as his eyes widened and became larger, turning a bright green with three dots. Muscles piled themselves up on his chest and arms, but the most important and noticeable change however, was the itching sensation he got on his back and head. With a sudden, sickly sound, four large wings ripped out of his back, bigger than his entire body. Two large antennae burst out of his head. The wings and antennae flapped around for a few seconds before gently and silently wrapping around their owner like a cloak. The final piece of the transformation was a suddenly chilled feeling in his core, a feeling that ran through his veins and arteries that felt as cold as ice.

He felt his flesh become slightly squishy and more stretchable, glancing as he turned a dark green in color, parts of his hips, shoulders, wrists, and knees turning black. Large, red and yellow thorns ripped out of his shoulders and arms as he grew taller and taller, his head just barely scraping the low ceiling of the sewer. His hands turned into yellow claws covered by a dull orange covering with small spikes on his knuckles as fleshy thorns popped out of his disappearing knee caps and melting toes. His entire skeleton seemed to vanish completely to be replaced by something like the stem of a plant. His felt his head become engulfed in a flesh flap as his ebbing skull became pointed and brightly colored. The flap suddenly split open, forming into a kind of collar as the Omnitrix and Skurd appeared on his stomach, finishing the transformation.

The transformation started with his skin hardening. It became cold to the touch the metal plating raced to cover his arms and transform his fingers into metallic fingers. He felt all of his organs simply vanish, as if they had never been there before. For a split second, Ben thought he was going to die, until he felt something else take their place. Things that were rounded and notched around the ends as they began to steadily turn against each other, making a steady ticking sound. The metal plating soon covered his whole body as he felt his face become more square like. A thick protrusion sprouted from his head as the Omnitrix symbol appeared on a glass window that showed his insides turning against each other.

He felt himself taller and much more muscled as gray colored fur sprouted all over his body. His face bulged forward into a pointed muzzle, lined with sharp canine teeth as a black nose formed on the end. Organs sloshed around inside him and bones crunched and ground together as he felt said muzzle split into four ways and his fingers become longer and tipped with razor sharp claws that could easily slice through most objects. His toes melted into two, large talons as a third sprouted from his heel and a long, furry tail grew from the base of his spine. A mane of fur rose from the back of his neck as spikes rose from his elbows and shoulders. A green and black suit appeared on his body with green wrists bans and a collar around his neck with the Omnitrix symbol on it.

He felt the skin around his skull slowly vanish, as if some flesh eating parasite were eating at it. His skull slowly turned upside down as the bones ground and shifted with a sickening sound. The teeth became sharper as new, thicker skin covered his face and his eyes molded into one. His fingers turned into dagger like claws that felt like they could slice through someone's soul. His legs wrapped around each other into a sort of ghostly tail as thick, green chains formed around his neck and wrists. The Omnitrix appeared on his chest, the chains all meeting together at the same spot as a dozen writhing tentacles suddenly spilled forth from Ben's insides. The transformation was complete.

Ben's fingers hardened into sharpened blades as a long, whip-like tail sprouted from the base of his spine and stretched out a couple feet. His toes ripped out of his shoes and melted into four claws, two in front, two in back. The ball of his heel crunched forward, moving under his foot bones and becoming perfectly round and smooth, suddenly separating itself from his foot and held there by his curved toes. Ben felt his skull stretch back into a sharp point and his legs bent backwards. A pointy, black helmet with a slide down mask materialized on his head and a tight, black and green body suit appeared on himself, the Omnitrix and Skurd appearing on his chest, completing his transformation.

Ben's skin slowly started to melt away, revealing dark red muscle underneath and multicolored organs that sat on his skeleton. The muscle and tissue began to dissolve soon after the skin had vanished, the internal organs liquidating into a thick soup that pulled together into a glowing, green sphere; Cleo thought she was going to be sick. His bones began to blacken as his toe bones crunched and ground together into toe claws as a thin film began to form over his bones in a sort of suit of some kind. The soup that was his organs began to expand, gathering mass as the suit soon became whole and the organ soup exploded, filling with the space inside the suit and giving it an ominous green glow. A pair of black shoulder pads appeared on the alien's shoulders, a belt forming around his waist with the Omnitrix on it, completing the transformation.

His frame shot up about three feet, drawing about even with Viktor Stein as ever last strand of hair was sucked back into his body, making him completely bald. His bare skin then slowly turned a light green as his jaw jutted outwards and his tongue became long and elastic, just barely staying inside his changing mouth. Before anyone could even seen the alien's eyes, a pair of dark sunglasses appeared on his face, discouraging the view as the transformation continued. Ben's fingers molded together into three digits as muscles piled themselves onto his arms, chest, and legs, his toes turning into two long digits. A black bodysuit with green cuffs on the wrists appeared on his body, a green stripe materializing on the clothing as an air tank of sorts appeared on his back. The Omnitrix appeared on the breathing device, the transformation complete.

"Pick whoever you like, ghouls, but this one's for me and Frankie." Frankenstrike declared as he took the cadaver's small hand in his gigantic fingers and led her out onto the dance floor with a grin on his face.

"Care to dance, beautiful?" Big Chill asked Bonita as she flushed a deep red.

"R-really?"

"Of course! I'm getting chills just looking at you!" the Necrofriggian cracked as both he and Bonita took to the air.

"How about me, handsome?" Nefera purred, tracing a finger over Snare-oh's collarbone area.

"If my queen commands it!" the Thep Khufan chuckled as Nefera pulled him to the dance floor.

"Grrrrraaahhh! RRRRRaaaaaaaGGGGHHHHH!" Wildmutt bellowed, happily licking Jane's cheek as she took hold of his half-evolved hand and nervously followed after Nefera and Snare-oh.

"May I have this dance?" Clockwork bowed to Robecca.

"You may, luv." she replied, kissing him on the cheek and following him on her rocket boots.

"How about you, Stinky? Can I dance with you?" Venus joked.

"Sure," Swampfire shrugged with a grin. "Just don't call me 'Stinky'."

"Whatever you say, Stinky." Venus grinned as the Methanosian groaned.

"Are you gonna stand there and be furry, or are ya gonna ask me to dance?" Clawdeen smirked at Blitzwolfer.

"I think I'll just stand here and watch you shake that cute ass of yours." Blitzwolfer grinned beofre running off as fast as he could with an angry, blushing Clawdeen armed with a smoothie she stole from a gremlin waiter.

"_¿Quieres bailar, magnífico?_" Bonez asked Skelita after tapping her on her bony shoulder.

"_Sí. Me encantaría bailar con usted._" Skelita replied with a smile, taking Bonez's hand and leading the hunched Esqueletian to the dance floor.

"Do I really need to say it?" Ghostfreak rasped as Whisp playfully tackled him from behind and dragged him up into the air with her, a seductive smile on her lips, as if she knew something none of the transformations knew.

"How about it?" XLR8 asked as he zipped from one side of Jinafire to the other faster than the dragon could blink.

"You must first slow down," Jianfire replied. "And then you and I may dance." she added as the Kinceleran flicked his tail excitedly.

"I guess that just leaves you and me, toots," Bullfrag grinned.

"Mmmm. I _love_ strong men." Lilith purred. "Even if you are a frog."

"Really? What a coincidence," Bullfrag cracked. "I _loves_ hot, sexy ghouls like yous."

"Hmmm, that is a coincidence." Lilith smiled. "Can you dance?"

"Not to save my life."

"Lucky for you, you won't have to!" Lilith laughed as she yanked Bullfrag towards the dance floor with where the other ghouls were dancing with their dates, with the exception of Clawdeen and Blitzwolfer; the werewolf was still trying to cream the Loboan over the head with her smoothy a the music started up and the lyrics began to play.

__Heart thumps and you jump__

__Comin' down with goosebumps!__

__You dared to go there,__

__Ima-Ima get you so scared!__

Snare-oh and Nefera rocked the Egyptian, their arms and legs bent into perfect angles as they shimmied back and forth in time to the music as Big Chill and Bonita twirled and flew overhead in a fantastic aerial show; Dragoon and Charmcaster danced some distance away, their feet easily gliding through the air as if they were on some invisible surface, most likely thanks to Charmcaster.

__If you stayed in too late__

__To be afraid!__

This scene extreme

__I-I-I-Ima get you so scared!__

Frankie grinned as Frankenstrike spun her around and pulled her close before getting a wicked grin on his face and suddenly tossing her up into the air. Frankie laughed and flipped and twirled as the Transylian juggled her between his hands as the song went into the chorus.

__Gonna get your body shakin'__

__Wishin' you could just awaken!__

Here we go!

__Tonight____all the monsters gonna dance!__

__We're comin' to get ya!__

__Tonight all the monsters gonna dance!  
We're coming to get ya!__

__If you're only dreaming,__

__Why do I hear you screamin'?__

__Tonight all the monsters gonna dance!__

__We're comin' to get ya! We're comin' to get ya!__

_Callin' all the monsters, callin' all the monsters!_

_Callin' all the, callin' all the, callin' all the monsters!_

"Nice song." Swampfire commented as Venus had him spin her around before pulling him back into his embrace.

"Isn't it?" Venus asked, kissing the Methanosian on the cheek as the next verse came booming through the speakers.

_You hide or you try_

_Kiss tomorrow goodbye!_

_We thrill to your chill_

_B-B-B-Buckin' for a freak-out!_

_We might just bite_

_Underneath the moonlight!_

_More fun if you run!_

_I-I-I-I'm I'm already chasin'!_

__Gonna get your body shakin'__

__Wishin' you could just awaken!__

Here we go!

__Tonight____all the monsters gonna dance!__

__We're comin' to get ya!__

__Tonight all the monsters gonna dance!  
We're coming to get ya!__

__If you're only dreaming,__

__Why do I hear you screamin'?__

__Tonight all the monsters gonna dance!__

__We're comin' to get ya! We're comin' to get ya!__

_Callin' all the monsters, callin' all the monsters!_

_Callin' all the, callin' all the, callin' all the monsters!_

_Gonna paint it red_

_Get inside your head, head, head!_

_Like a demon choir_

_Playing with fire, fire, fire!_

_Gonna get your body shakin'!_

_Wishin' you could just awaken!_

_Here we go!_

_Tonight all the monsters gonna dance!_

_We're comin' to get ya!_

_Tonight all the monsters gonna dance!_

_We're comin' to get ya!_

_If you're only dreamin'!_

_Why do I hear you screamin'?_

_Tonight all the monsters gonna dance!_

_We're comin' to get ya!_

_Aye yeah-eh oh!_

_Aye yeah-eh oh!_

_Aye yeah-eh oh!_

_We're comin' to get 'cha!_

Spectra smiled as the song ended, sitting on the bow of the boat and watching Ben's many transformations dance on the graveyard dance floor for the song, her heart fluttering when she saw Ghostfreak wink at her. Or blink? It was hard to tell with someone who only had one eye.

"Enjoyin' the party?" Porter asked, floating up to her side and resting an arm on the figure head.

"I guess." Spectra shrugged. "I just wish Ben asked me to dance."

"I was gonna, but I figured ya might wanna dance with ya friend before I use him as a chew toy." Blitzwolfer grunted as he hauled himself up the anchor chain of River's ship and slumped against the side, exhausted.

"Dude, what happened to you?" Porter asked.

"Never comment on a ghoul's butt, alright? That's my advice to you." Blitzwolfer panted before a Booberry smoothy was suddenly dumped on his head, the Loboan yelping with surprise as Clawdeen landed next to him, dusting off her hands. "I thought I last you at the booffet?" Blitzwolfer grumbled as he wiped the frothy, blue liquid off of his face.

"I can smell you a mile away Ben," Clawdeen smirked, pointing at her noise before turning to Spectra and Porter. "So, rumor has it, the ghosts and monsters are really hitting it off." she smiled.

"Hey, I think I read a blog post that said, 'There's nothing good about spreading rumors'." Porter grinned.

"I think this one is okay." Clawdeen laughed before turning to Blitzwolfer as he licking his hands to try and clean the patch of blue stained fur on his head. "And for you, _Crüjo_, follow me back to the dance floor and you can stare at my ass all ya want." she smirked; Blitzwolfer blinked as he watched her slide down the anchor chain like a fireman's pole before letting out a beastly howl that rocked the night.

"One dance, kid. Ya can have one dance with my ghoul," Blitzwolfer relented to Spectra and Porter as he hopped over the side of River's boat to chase after Clawdeen.

"I'm really gonna miss seeing you at school every day." Porter said with a sad smile.

"I'm gonna miss you too, Porter," Spectra smiled. "After all, we are a duo."

"Only when it comes to mysteries!" Porter said in a loud, quick voice in the hopes that Blitzwolfer had heard it and would not attempt to tear his guts out; once he was sure the Loboan had heard him, he pulled Spectra close to him and smiled, waving his hand and summoning a small army of paint cans he turned the both of them around and directed the paint cans to create a complex image on the wooden surface of River's ship in ghost paint. Once the colorful clouds had disappeared, a beautiful image of Spectra, Porter, Ben, and all the ghouls stood there starring back at them with bright smiles on their faces; Spectra noticed that both her and Porter's images were slightly bigger than the others.

"I still have a boyfriend." she reminded him sweetly.

"I know," Porter smiled. "But tonight, it's about us."

* * *

Twyla yawned and sat up in her bed, rubbing her bleary eyes as she starred at her rather simplistic and drab room; Boogiemen were not known for bright colors of fangtastic patterns. Yawning again, she shoved the covers off of her and swung her legs over the side of the bed, her bare toes touching down on the wooden floor of her bedroom as she stretched and scratched her head. Her ears caught a dull noise coming from downstairs and, seeing as how her dad was away on a business trip and would not be back for a few more days, her curiosity was peaked.

She lifted herself off of the bed and snagged the twilight gray bathrobe that hung on the post of her bed; if there was an intruder in the house, she didn't want them to be able to see her black bra and panties underneath her gray nightgown. She quickly tied the robe tight around her stepped into the shadow that resided in her corner at the current hour and reappeared out of another a couple floors beneath her bedroom in a hallway with numerous doors on either side. She quickly opened one door that went into a storage closet and stepped inside before walking back out of it, reappearing on the door the farthest down the hall. Without much thought, she began a seemingly long and random trek through multiple doors and hallways that led to seemingly random and bizarre places before she came across the door she was looking for.

What sounded like disco music thumped loudly from the other side of the door that led into the Boogie Sand room, something that made Twyla rise an suspicious eyebrow as she strolled the hallway towards the doors, her feet scuffing quietly on the wooden boards as she finally came to the doors and pushed them open.

The music promptly stopped as she came across a rather bizarre and odd scene. Standing in front of her, frozen in mid step were the three Hall Moanitors dancing away to the disco music just as flashes of sand covered their bodies, transforming Past into a gigantic, hairy yeti wearing a pair of ragged, black pants, Future into slimy swamp monster with mucus green scales and dull, yellow fins, and Present into what Twyla could only guess was a vampire duck of sorts.

"Do you mind? I'm trying to sleep." Twyla yawned. "If your gonna have shape-shifting party, fine by me. Just do it somewhere else."

Before the changed Hall Moanitors could argue or protest, Twyla was shoving them into a broom closet that transported them out to the front door of the Boogie Mansion. "Take these with you." Twyla added, dumping a small collection of about a dozen bottles of Boogie Sand into their arms before depositing a jar of Ghost sand on top of the pile.

"Good night." Twyla mumbled, slamming the door in their faces and ignoring a startled "Quack!" from the other side as she lurched back to the Sand Room to make sure everything was still where it was, not including the sand she had given to the Hall Moanitors to make them leave. But when the Boogie girl got back there, she was in for a nasty surprise.

Every glass case was shattered, the bronze locks on the front either melted into a puddle or snapped in two while broken shards of glass dotted the floor. What was most terrifying however, was the fact that ever single jar of Boogie Sand was missing, everything from the Gargoyle Sand and Griffin Sand to the Dragon and Djinni Sand. Every last one of them was gone, vanished without a trace as Twyla felt tears come to her eyes. Her dad was rather laid back about Twyla using his Boogie Sand for special occasions or problems, but something as large scale as this was bound to make him absolutely furious. It was then, in her tears of worry and anxiety that Twyla noticed one small detail about the heist in her house: a single jar of dull, pink sand with a note taped to the front. Twyla quickly tiptoed across the sea of broken glass and picked up the jar in her trembling fingers.

"_Plain and Deadening_," Twyla whispered as she read over the label of the jar. "Normie Sand." She then quickly read over the same note taped to the jar, her fingers trembling with every sentence she read.

_I am about to make those that have wronged, pay for their sins._

_You are welcome._

_S.M._

**And there we go!**

**And that, my friends, brings an end to the Haunted Arc! And no, Spectra is not dating Porter. But what's this? A cliffhanger that will most likely lead into another hair raising, adrenaline rushing adventure for Ben and the ghouls! Indeed it is!**

**For those of you who want to see more romance between Ben and the ghouls that are and are not in his harem yet, do not worry! The next chapter is sure to please more than a few people, as well as make several people uncomfortable. I ain't saying what it is, but I'm pretty sure you might be able to guess.**

**And for those of you impatiently waiting for Ben to return to his own world, do not fret. I have had a word with _Zak Saturday_, the guy who gave me this wonderful idea, and I have made it clear that I want this to be nice and short, so expect all this to wrapped up in either one or two chapters.**

**Now then, I would also like to thank _masterart _for giving me the idea to use _Calling All the Monsters _for Ben's birthday party. For those of you with little, or no imagination, watch the music video by China Anne McClain and invision the ghouls and aliens in the place of China and the monsters.**

**And on a related note, I do not own _Calling All the Monsters _or A.N.T. Farm. Do not sue me!**

**As always, comment, review, suggest, and request down below!**

**Hasta Luego!**


	44. When Life Gives You Lemons

**Hello, all you wonderful people out there! If you have been reading my author's notes before (who am I kidding? Hardly anybody reads these things, despite the importance they hold), you will know that I have been promising a sex chapter for those that have been eagerly awaiting one.**

**Originally, there was one here, but I thought it to be unfair to those that felt this story should not have been rated M. So, I made a compromise and made it a separate story altogether, like I should have from the start. So, I apologize to my previous readers and new ones that are just picking this up, but you will have to go to a separate story to read this chapter.**

**My apologies, everyone. And since rules dictate that I can not publish author notes all by itself, here is a little bit of extra material.**

There he was again, dancing with that mint green skined, stitch-fest, collage of body parts of a loser. She narrowed her eyes as Frankenstrike waltzed across the dance floor with Frankie's delicate hands in his massive mitts, as Swampfire and Venus twirled around next to them to the beat; Bonita and her Necrofriggian dance partner were buzzing and swooping through the air in rhythm while Dragoon and Charmcaster danced on an invisible platform that left everyone confounded and confused onto how they did it.

Clawdeen had finally relinquished her chasing and was now dancing with Blitzwolfer near the pool before the two of them were suddenly splashed by Gil and Lagoona as they dove into the depths of the basin, dousing the both of them and leavving little to the imagination if one were to look at Clawdeen. Skelita and Bonez were dancing arm in arm, the majority of the student body keeping a fair distance from the soft glow that emulated from the alien skeleton; this only infuriated her more.

He was hers, and hers alone, no exception! She had to be hers! No one else was allowed to touch him, but her! She peeked out from behind the bare, skeletal tree and licked her lips hungrily as she imagined his arms around her, holding her tight and keeping her warm even in the coldest of weather. She could imagine it now, the two of them strolling down the halls of Monster High with man-sters envying him for having a ghoul like her, and his ghouls and more enving her for stealing their man; the thought was so tempting, it sent shivers down her spine. And imagine the look on Cleo's face when the two of them rose in popularity, putting both her and Deuce to shame and leaving them in the dust!

And once they graduated, it would only escalate from there! They would become world famous! He would be the in movies, TV shows, and even on the late talk shows when he wasn't keeping the world safe from harm; she would be the drop dead gorgeous model that every ghoul wished they could be, the pop star that put Catty Noir and Casta Fierce to shame and forced them to become her assistants just to get by in the world! Elissabat would be forgotten, swallowed in her shadow and cast out onto the streets to never act again. Yes, yes! That's how it would go!

And when they got married, oh, she could hardly contain herself at the thought of his lips to hers, running his fingers through her, purple locks and slid his strong hands all over her smooth, pale green skin, pulling her closer to him against his strong chest; the thought was almost more than she could take. Their children would be the most handsome or beautiful on the planet, and they would be as popular as their parents.

All she had to do was get him away from his ghouls for one second.

Her chance came as all the transformations gathered together and slapped the Omnitrix disk attahced to their various body parts, engulfing themselves in a bright, green flash of light as their DNA was warped and distorted into something new. Their skin changed into a smooth, chrome white that became tougher than their original. They began to shrink down until they just barely reached the ghoul's ankles as their faces widened for their expanding mouths. They could feel their organs sloshing about inside of them as their bones became slightly softer and more bendable; their lungs expanded until they were the largest organs in their body as their eyes became smaller and turned squinty. Their ears vanished, to be replaced by small holes, and even then they were covered by hardened skin that wrapped around their heads in a way that resembled headphones. Their arms and legs grew shorter as the Omnitrix symbol appeared on their heads, finishing the transformation.

The eleven Sonorosians quickly molded themselves back together into a single body before the Omnitrix timed out and swallowed Echo Echo into a bright, green light as Ben was returned to the world.

Yes, now was her chance. If she could just run out from behind her hiding place and grab him and drag him off to a private place she could make him hers before the night was over . . . then her dreams and visions would come true. The thought was tantalizingly close to coming true. All she had to do was run out from behind the tree and grab him by the shoulder and run out of there before any of the ghouls catch her.

_**CLANG!**_

The sudden noise caught her attention and she looked to see Ben slumped on the ground, a nsty looking bump on his head; Clawdeen was standing over him with a shovel in her grip and a grin on her face. Before she could jump to conclusions or run out from her hiding place, the ghouls grabbed their boyfriend by his arms and legs and hefted him off of the ground before marching through the school doors and away from the party.

Her chance had come, and she had missed it to a werewolf wielding a shovel. But as she watched the ghouls go with Ben in their clutches, she vowed that she would make her dream come true. She would see those ghouls suffer while she and her man watched them from on high.

"I _will _have him, or my name isn't Amanita Nightshade!" she hissed to herself.

**And there we go!**

**As always, comment, review, suggest, and request down below!**

**Hasta Luego!**


	45. Without Light, There are no Shadows

**Hello ghouls and man-sters! _Creaturemaster _in the house!**

**Now for those of you that read both the last chapter and this chapter, congrats. You have guts. Which is why this story is now M-rated in order to avoid having it taken down.**

**For those of you who skipped the last chapter, you are in no way a scaredy bat or weak in anyway. Some people have different tastes than others are more comfortable with some things than others might be; this is why I posted two chapters at the same time.**

**Now, onto business. For those of you are getting rather impatient with me, I apologize. _We're All Monsters _will be coming to a close before long, so please be patient. I estimate about three more chapters before Ben returns to his own dimension and about ten more chapters after that. For those who have helped me with ideas for this story, please refrain from giving me more. I have nothing against you, but I feel I have drug out this story long enough and should work towards ending it soon; as they say, "All good things must come to an end."**

**Now onto some other things! It seems that I am now a trend setter, as there have been two new Ben 10/Monster High Xover's posted within the last couple of weeks, both of which are fabulous reads with different takes on the story. Once you're done with this chapter, I recommend you move on over to _Ben 10: Clawsome Travels _by _Morantis _and _Ben High _by _MC-Drakers 2_.**

**Also, I would like to say now that updates for this story will start to slow down until mid-June, when things have smoothed out for the ever wonderful Summer Vacation. Until then, enjoy!**

**As always, comment, review, suggest, and request down below!**

**Onwards!**

It was in the wee hours of the morning, when the sun was just starting to creep up over the horizon. The air was still chillingly clear from the night's coolness, and a light frost had reclaimed the town of New Salem in the name of winter; icicles hung from tree branches and roof overhangs, the lawns and parks now stained a mint green in color from the frost with the ponds and still waterways frozen over in a thin layer of ice. The birds that had clung on during the winter decided now was the best time to migrate for warmer weather, their parting calls welcoming the distant sun.

While most people were asleep this cool December morning, only a few were out so early; the mailmen, the waste management system, and the early morning joggers to name a few. Others however, were not up to so innocent deeds.

"Is the coast clear?"

"I think so, Micheal. What're we doing again?"

"For crying out loud, Franklin! We're stealin' a car!"

"Geez, Franklin, have you been drinking again?"

"Um, excuse me? Try smelling your breath sometime, Trevor!"

"Guys!" Micheal hissed, pulling his black ski mask down over his face to hide his identity as he loaded his pistol. "Quit actin' like a bunch of girls and get ready! We only got one shot at this." he rasped.

"Yeah, with the police actually cracking down on us humans, we ain't much time." Trevor agreed, copying his partner's movements as Franklin grumbled under his breath and put his gorilla mask on, smacking a crowbar into his palm.

"A Halloween mask?" Seriously?" Trevor groaned.

"It was what I had!" Franklin defended himself.

"Once again, you two are acting like a bunch of girls." Micheal grumbled under his breath. "Now shut the hell up or go home. I'm not the one that needs the money to get to the Bahamas."

"I thought I told you to never bring that up again." Trevor frowned.

"Well it isn't my fault you accidentally shot the governor!" Micheal shot back.

"Now who's being a girl?" Franklin grumbled. "C'mon. Once this is over, we can all be sitting on a nice beach with shrimp cocktails in our hands and some nice ladies at our sides."

"Agreed." Trevor and Micheal nodded in unison as they brandished their weapons and peaked our from behind a parked pickup. Their eyes glanced back and forth across the silent street, waiting patiently as Micheal glanced up at the grand clock tower that sat above the bank: exactly two minutes to four, when the manager would arrive. They hadn't much time.

"Move. Shoot anyone you see. No witnesses." Micheal whispered. His two partners nodded as they snuck out from behind the pick up, carefully glancing about with their shifty eyes for anyone that might notice them as Micheal ran across the street and up to a large, parked Hummer. Taking one last quick glance around, Micheal rammed his elbow into the window of the Hummer and shattered the glass, ignoring the loud car alarm as he reached in and unlocked the doors.

"C'mon! Get in before the fuzz gets here!" Micheal gestured wildly to the car as he yanked the door open and climbed into the driver's seat, slamming the door shut behind him as he quickly hotwired the vehicle; Trevor climbed into the passenger's seat as Franklin dove into the back, rolling down one of the windows as Micheal handed his gun off to him and and stepped on the gas pedal. The Hummer roared, its tires squealing loudly before it shot down the road and ran right over a stop sign before cruising away.

"Geez, Micheal! Where did you learn to drive!?" Trevor cried as he hung onto his seat belt.

"Who cares? We got away easy!" Franklin whooped from the back. "Once we sell this baby on the black market, we'll be filthy stinkin' rich!"

"And be in the Bahamas by Christmas." Micheal grinned. "Can't imagine a better way to spend a holiday."

"Of course, you'll probably have to downsize the price a little, considering the damage. And don't you mean the Boohamas?"

"Trevor? Please tell me that was you." Micheal asked with a fearful voice, stealing a quick glance away from the road to look at his partner.

"No way in hell, dude." Trevor shook his head. "Franklin?"

"Nope. Think the cops planted a device in this thing?" the thug wondered.

"Those bastards? Ha! They couldn't pull this off!" the mysterious voice laughed.

"Okay, whoever is doing this, knock it off or we'll fill you fulla holes!" Micheal threatened.

"I'd like to see you try." the voice said with annoyance; Franklin gave a startled scream as the roof of the Hummer suddenly turned an inky black in color, dark green, circuit like lines snaking their way across the top and down across the doors and windows and onto the seats, the inky blackness following them as they moved up over the dashboard of the Hummer. Micheal yelled as the steering wheel was suddenly jerked out of his hands and molded before his eyes into a more advanced version. The entire Hummer shook and trembled it went under a change, the wheels nearly doubling in size as the engine jammed its way out from under the hood and automatic weapon systems appeared on the roof and mirrors.

What terrified the car jackers the most however, was when a smooth, almost liquid-like object rose up from the dashboard, its single, green ring for an eye pinching downwards into what could only be a frown.

"It's the alien kid!" Trevor screamed.

"No way in hell am I dealin' with this shit!" Franklin yelled. "I'm outta here!" he cried, kicking the door open and jumping out; Micheal and Trevor copied his movements, rolling along the street as the Hummer screeched to a stop overhead, the green and black ooze moving off of the car and coming back together on its roof.

"Aw, are the little Normies scared?" Upgrade wondered.

"Stay back, freak!" Micheal threatened. "Or your Swiss cheese!"

"I highly doubt that, dude." the Galvanic Mechamorph rolled its single eye as the Omnitrix timed out and returned Ben to the world in a flash of green light; the three crooks decided to use this to their advantage the two of them fired off several dozen rounds with their guns. But Ben was too quick as he quickly turned on the Omnitrix and randomly selected an alien before slapping the activation button and letting the green light wash over him. His wrists bloated to the size of basketballs, his fingers reduced to black claws as the blubber from his hands traveled up the length of his arms, expanding and growing and swelling to massive proportions on his shoulders. His belly suddenly exploded outwards, and it would have been funny had he not had bullets shooting straight at him. His legs became short and stubby, his toes becoming bony and sharp, reduced to claws like his fingers had been. Hard plating began to pile itself up on his shoulders and his expanding hips, his entire back becoming covered in the durable armor that could withstand almost anything. His head became round like a beach ball before muscles and skin melted his face into his chest, his neck disappearing altogether. Black stripes and coloring formed over his pure white body, the armor turning yellowing as it formed on the back of his hands and shoulders. The final transformations were the sudden flexibility of his spine and the addition of the Omnitrix on his chest, a little ways below his wide mouth.

"Time to roll out!" Cannonbolt bellowed as he quickly curled up on himself and jumped down from the Hummer and to the road with a loud _boom! _The bullets harmlessly bounced off his tough shell as he shot forward right at the three car thieves who had wisely decided to start running; the Arburian Pelarota caught up with them regardless and barreled right through them like bowling pins, sending the three of them flying as Cannonbolt made a wide U-turn and came right back at them.

"Run for it! Every man for himself!" Trevor wailed.

"Run from what!? The freak's a gigantic Bowling Ball of Death!" Franklin yelled.

"Will you two just shut up! I am tried of your fu-" Micheal started before Cannonbolt rolled off a parked car like a ramp and came crashing down on him, flattening into the road in a perfect, sphere shaped hole before the Omnitrix timed out and reverted Cannonbolt back into Ben.

"Do the two of you want to surrender now, or do I need to knock some sense into you?" Ben asked, glaring at Franklin and Trevor.

"Die, freak!" Franklin screamed, aiming his gun at Ben.

"Why am I not surprised?" Ben mumbled as he randomly selected an alien and slammed a hand down on the activation button as the green light washed over his body and began to change his DNA. His skin suddenly exploded into patterns of the prime colors, red, blue, and yellow, racing and dancing over his body until it looked like a paint truck had exploded on him. He looked down at his feet to find them completely vanishing into box-shaped toes, rings of cubes and squares racing up his legs with the sound of a thousand clattering LEGO bricks. The rings ran up his body, becoming wider as they reached his chest and arms, his fingers melting together to form three digits on each hand. The blocks raced up his back and neck to envelope his face, making his face cubular and boxy as the Omnitrix appeared on his chest, completing the transformation.

Bloxx quickly shifted his right hand into a rounded shield as Franklin fired off his gun, the bullets ricocheting harmlessly off of his tough exterior as he wanted for the thug to run out of bullets; when he did, the Segmentasapien morphed his shield back into a hand and bounced off of his fists and into the air before slamming them back down into the pavement and knocking the two thieves off of their feet.

"Die, freak!" Franklin screamed again as he jammed another round of bullets into his gun and prepared to pull the trigger; Bloxx was faster however, and jammed a hand over the barrel of the gun as Franklin pulled the trigger, the weapon exploding in his hands as Bloxx grabbed him by the head with his other hand and into another parked car. The car thief groaned and winced at his injuries before looking up just in time for Bloxx to tear a lamp post out of the sidewalk and bash him over the head with it, knocking him unconscious where he lay.

"Ahhhhh!" Trevor screamed as he ran for the Hummer, hoping to make a get away; the Segmentasapien wasn't going to let him as he slapped the Omnitrix disk on his chest, a green light washing over his hulking frame and briefly changing him back to his original form before injecting another set of DNA into him. He felt every last shred of his physical being vanish and become somewhat free, becoming pure energy as the Omnitrix focused his bouncing molecules back into a more stable shape. He watched as simply hands and single-toed feet formed on the end of his limbs. Black braces appeared on his hot, red arms and legs, a belt and pair of shorts attached to black straps materializing on his body. The transformation was only half complete however, as black pieces of metal began to wrap themselves around him, tightening and groaning as they formed moveable pieces for his arms and legs, forming a jar-like containment suit that bent over his head and attached to the front with a lock of sorts. Bolts popped out of the shoulders and hands, metal supports appearing on the lock and a large handle appearing on the tightly sealed lid. Three slits in the grill plate allowed limited vision as the Omnitrix appeared on the lock.

"Not what I was going for, but I think I can work with this." NRG shrugged as he grabbed hold of the lamp post he had graciously ripped out of the ground and threw it at the Hummer, knocking it clear on its side before Trevor could even hope to get in. The Prypiatosian-B then fired off a concentrated beam of radioactive energy that smashed into the side of the Hummer and melted the vehicle into a hot, liquid mess of bubbling metal and burning rubber; Trevor screamed and fell flat on his butt, starring in shock at the destroyed vehicle.

"So. Feel like surrendering now?" NRG asked as he came up behind Trevor and rested a metal hand on his shoulder; the car thief promptly fainted right there on the spot out of sheer fright.

"Oh, come now. I'm not that scary." the Prypiatosian-B rolled his eyes as the sound of police sirens came from behind him, followed by the screeching of tires and the slamming of car doors. _And _the sound of guns being cocked and loaded.

"Really, officers. I do your job for you and you arrest me?" NRG grumbled.

"We're not here to arrest you, Tennyson." a commanding, feminine voice answered. NRG turned around to see a tall, slender woman standing unprotected in front of the three squad cars and half a dozen officers with their guns all trained on NRG; the woman was a deep red head with long, red hair tied back into a ponytail and with sharp, blue eyes that demanded respect and order. She wore the standard officer uniform, with a tazer and a gun in their respective holsters around her belt and a walkie talkie strapped to her shoulder with a badge clipped to her left breast. What surprised Ben the most however was the fact that she wasn't even human in the first place.

"You're a zombie." Ben stated.

Despite the blunt comment, the woman didn't seem the slightest offended. "Actually, I'm only half zombie. Moan'ica Graves, at your service." she smiled, shaking Ben's hand.

"So, you're a hybrid? Of a zombie and a Normie?" Ben asked, returning the hand shake.

"Exactly," Moan'ica replied. "Don't ask me how my parent's did it, but I'm glad they did."

"So, why are you here?" Ben asked.

Moani'ca's grin broadened as she shook her head. "Always one to get to the point, huh? Very well then. Long story short, I'm Brick's replacement after you put him in the Intensive Care Unit for . . . what is it, ten months?" she mumbled to herself before shrugging. "Either way, I'm in charge while he's gone."

"And your telling me this why?" Ben wondered. "Because, for one of the few times in my life, I don't feel the slightest bit sorry for what I did to him."

"I understand, Mr. Tennyson." Moan'ica nodded as he looked over her shoulder and gestured for the officers to take care of the three unconscious and beaten up car jackers. "Which is why I want you to know that I will be making _many _changes to the New Salem Police Force. I would like us to be allies."

Ben frowned and thought it over; sure, he despise the police because they only really seemed to care about one side of New Salem, but most of the officers were really harmless drones that did as they were told without a second thought. Here however, this woman was promising change and lots of it, coming from a family that experienced the life styles of both sides of New Salem. "Alright. Call me when you need me." he said after a while.

"Will do, Tennyson." Moan'ica nodded with a smile."And take care of my cousin while you're at it."

"Cousin?"

"I'm sure you've met Ghoulia Yelps? She and I are cousins, and I expect you to protect her like she's your own sister." Moan'ica told him. "Because if you don't, no transformation in that fancy watch of yours will save you from me."

"Understood," Ben nodded. "And let make it clear that if both sides of New Salem are not equally represented and protected, I will not hesitate to tear this town apart until things are set straight."

"I like you, Ben," Moan'ica grinned. "Pleasure doing with business with ya. I'm sure will see each other soon enough." she waved goodbye as the last of the officers climbed into their cars and the last of the car thieves were handcuff and thrown into the back of the vehicles; Moan'ca gave one last wave before the three cars drove off back towards the station.

* * *

"I'm back!" Ben called as he walked back through the front door of the house and closed it behind him. "Anything happen while I was gone?" he asked as he walked through the living room and into the kitchen and adjoined dining room, numerous ghouls going about their daily business.

"Well, Gigi tried making breakfast without magic," Robecca told him, now dressed in her regular attire as she nursed a cup of ginger tea. "Long story short, the stove no longer works."

"Sorry." Gigi apologized as she snapped her fingers and summoned a plate of pancakes and scrambled eggs with bacon for Ben to eat; the watch wearer gladly took the food and sat down in an empty chair between Frankie and Jane. It then, as he stuffed his face with bacon and fluffy pancakes, that Ben noticed Jane didn't exactly seem to be fully awake as she had a large, blanket wrapped around herself and was nursing a mug of coffee as she rested her head down on the table.

"Jane?" Ben asked with a mouthful of food before swallowing. "Uh, you okay?"

"Mmm." was the reply.

"She's still a little sore from last night, luv." Robecca explained. "We actually had to carry her downstairs."

"Sorry about that." Ben winced.

"Mmm." Jane replied.

"Uh, I didn't quite catch that." said Ben.

"She says it's not your fault," Nefera replied, coming up from behind Ben and wrapping her arms around his chest. "She's just really ticked off at Venus for the moment."

"You got all that from one sentence?" Ben cocked an eyebrow.

"Let's just say that after having Ghoulia come over to our house to help Cleo with her homework has let me pick up on Zombie pretty easily." Nefera explained.

"She's speaking Zombie?" Ben wondered.

"Well, maybe not _complete _Zombie, but it's pretty darn close." Nefera admitted.

"I'm not saying Venus is totally innocent in what she did, but she was only trying to make Jane's first time as pleasant as she could." Robecca lightly defended her ghoulfriend as she took a sip of her tea. "I will say though, she does know how to make a smashing cup of tea. It has a nice, sweet, almost sugary taste to it. Funny thing is, she said she didn't use any sugar."

Ben cocked an eyebrow as he took a peek into Robecca's mug and noticed it had a sweet, yellowish tinge to it. "Uh, Robecca? You remember what happened when it was Venus's turn last night?" he started.

Robecca glanced into her mug before glancing Venus across the table as she tried to cover a furious, pink blush on her face. "Really, Venus?" Robecca frowned.

"I-I thought you'd like it." Venus said through her hands. "You said it could use a little ginger, so . . ."

"I'm not saying I don't like it, luv, but do try to keep it down to a minimum." Robecca sighed wearily, sipping the last of her strange tea before collecting it and the rest of the clean plates that sat around the table before flying off for the kitchen as Spectra came phasing down through the ceiling with a towel wrapped around her and her hair slightly damp.

"Morning, Ben," she greeted her boyfriend. "Have a nice patrol?"

"Better than usual," Ben admitted. "Ghoulia's hybrid cousin is standing in for the Chief of Police while he's in the hospital."

"For once, I don't feel sorry for him." Frankie stated. "I'm not sure if that makes me bad or-"

"No, it does not," Nefera said firmly. "Someone like him does not deserve to be in charge of everyone's safety. In fact, I'll see to it that he never works for the Justice Department ever again." she added with determination as she pulled out her iCoffin and started to make a few calls as she sauntered off for the quietness of the living room.

"Oh, that reminds me," Spectra spoke up. "Twyla texted me. Said she needed to talk to you."

"Why me?" Ben asked.

"Dunno. Something about being grounded until the next afterlife or something." Spectra mused. "Whatever it is, do you think you can get me all the facts? I'd like to publish a story in the _Gory Gazette _if it's okay with Twyla."

"Will do." Ben stretched as he got up from his chair. "Where do I meet her?" he asked.

"She said to come over to her house." Spectra answered as she sat down in Robecca's seat and stretched her arms backwards, taunting Ben with her pale cleavage; he quickly decided to leave before he did something he would regret as he quickly turned on the Omnitrix and cycled through the listings before coming across the one he needed and slapping the activation button, the green light washing over him and changing his DNA. His arms became more furry as hundreds upon thousands of yellow colored hairs sprouted all across his body, racing down his legs and over his chest, up his neck to cover his face as his pinky finger was sucked back into his hand, deemed useless for whatever alien he was becoming. His ears became large and fleshy, similar to that of a rodent's as they rotated up towards the top of his head, his face bulging outwards slightly as his nose became flat and primitive looking. His canines became longer and sharper as his teeth became slightly crooked, his skeleton cracking and groaning as it was compressed and shrunken down to a height of roughly four feet tall. Two, long, furry, prehensile tails snaked out from the base of his spine, cracking and whipping themselves around as if they had minds of their own as his feet became bigger and perfect for gripping, his big toe moving into a 45 degree angle that allowed them to be used like extra hands. Black, gauntlet-like coverings materialized on his wrists, allowing his fingers free movement as a suit that greatly exposed his furry chest appeared on his body with green rings on the knees and elbows; the Omnitrix reappeared on a green and white belt around the alien's waist, completing the transformation.

"See you ghouls, later!" Teleportail chattered as he spun his twin tails in a tight circle and tore a hole through the fabric of space, vanishing in a bright flash of light and leaving the half dressed ghouls in the kitchen.

"We really should teach him how to use a door sometime." Clawdeen noted.

"You have to admit though, he does have a flare for dramatic exits." Frankie smiled.

* * *

Twyla sighed happily as she felt the warm water cascade down over her pale, smokey gray body and down the drain of the shower. The water felt good against her skin, massaging her aching muscles and soothing her pained mind, the loud din of the water rushing and spilling all around her in a curtain of water droplets; after many hours of fretting and panicking over the break in and lifting of all her dad's Boogie Sand, a nice, long, hot shower was just what she needed to calm her jittery nerves before Ben arrived.

Normally, she would have been more cautious when seeking out help for such things, such as actually going to the authorities to report the crime. But then again, they usually weren't much help and often made things worse before they actually got better, if at all. Ben however, never stopped working over something like this until it was dead and buried.

A bright light suddenly filled the bathroom, Twyla hissing with shock against the bright light; while bright lights never were actually enough to kill Boogiemen, it did cause some unpleasant sensations in younger Boogiemen. The light died down as Twyla rubbed her eyes and pushed the curtain open to see what had caused the bright light; she came face to face with large, lemur-like creature with two tails, black and yellow fur, and large eyes that blinked upon seeing her. An ever familiar symbol was plastered onto the creature's chest.

"I'm going to pretend I didn't see that!" Teleportail cried over his shoulder as he quickly rushed out of the bathroom and slammed the door behind him. He ran away so quickly, Twyla didn't even have time to scream and attempt to cover herself up before he left. Muttering obscenities under her breath, Twyla quickly turned off the water of the shower and stepped out and into the bathroom, quickly wrapping a towel over herself before throwing on her bathrobe and walking out of the door at a brisk pace.

"Ben? Ben, where are you?" Twyla called out.

"Yo, Black and Beautiful! I'm up here!"

Twyla tilted her head skyward to see Bullfrag dangling by a single hand from a door that opened up on the ceiling above, a frightening drop for anyone who either was not use to the layout of the house and knew to avoid the certain pathway that led to said door, or had a magic watch at their fingertips; the Incursean was fortunate enough to be the later as he dug his webbed fingers into the door frame.

"You can come down from there," Twyla rolled her eyes, hiding a slight blush on her face. "And please don't call me that."

"Whateva." Bullfrag shrugged before lashing out with his tongue and stabbing the sticky tip onto the door knob. He kept calm and collective in the presence of Twyla as the door snapped shut and dropped him a few feet before he slowly lowered himself down to the ground in front of Twyla, standing a good five feet taller than her as he let go of his tongue and had it snap back in his face, nearly throwing off his green shades. "Whoa! Thath hurth!" he gummed, holding his aching jaw.

"I'm . . . sure it did." Twyla said with uncertainty, not quite sure how to connect with a large, humanoid frog that seemed hellbent on hitting on her whenever the chance might arise. "Um, can we start talking now? I kinda have a limited time schedule."

"Sure, whateva floats ya boat, Beautiful."

"I told you to not call me that," Twyla sighed before beckoning Bullfrag to follow her. "Thanks for coming anyways. I didn't know who else to ask." she started, leading Bullfrag through a broom closet that opened up into the kitchen clear on the other side of the house.

"Sure, sure. No problem." Bullfrag ribbited, forcing his eyes to focus on the back of Twyla's head instead of her small ass that seemed to be taunting him. "So, uh, what'd ya need me for?"

"Someone broke into the Sand Room last night," Twyla explained, a slightly scared edge in her voice as they walked through a door that led onto the ceiling and allowed them to walk on the upper surface. "They took everything but one jar of sand."

"What kind of sand?" the Incursean asked, cocking an eyebrow.

"Normie Sand. They took everything else but Normie Sand." Twyla replied. "What's really weird though was what the note said."

"What note?" Bullfrag croaked, not even bothering to try and keep his eyes off of Twyla's ass; he knew it would be futile with the Boogie Girl practically teasing him when she didn't bother to put on any actual clothes in her haste.

"The note said that they were going to make those that had wronged, pay for their sins," Twyla replied as the two of them approached the tall doors of the Sand Room. "This is it." she said as she carefully pushed the doors open to reveal the scene of last night's destruction; the smashed cases had been left untouched, the sea of glass shards still covering the floor in their glittering sharpness. The only thing that had been moved was the jar of Normie Sand that now sat in one of the cases that was left the most intact.

"Didn't leave much behind, did they?" Bullfrag mumbled as he strolled into the room and gazed around, his face a firm and stoic expression despite being completely marveled by the sheer destruction of the room. Funny thing however, was that he had caused far worse damage.

"The note was signed 'S.M.'." Twyla added, disappearing into a shadow near the door and reappearing near the case that held the Normie Sand, a slip of paper in her hands.

"Who the Sphinx is S.M.?" Bullfrag wondered.

No sooner had those words slipped pasted the Incursean's lips did a window to his left suddenly shatter into a million pieces. Bullfrag instinctively jumped over the sea of broken glass and came crashing down on top of Twyla, sheltering her from the jagged shards as they rained down on him like glittering snow; a few seconds of silence passed before Bullfrag deemed it safe enough to get off of Twyla and assess the new damage.

"A rock?" Twyla wondered, bending down to curl her fingers around a large stone with what looked like a note tied around it; Twyla undid the string and read over the note, reading it out loud as Bullfrag looked over her shoulder. "Meet me at Hauntings Boolevard at 10:00 p.m. sharp. All will be revealed. Bring your shadow friend too." Twyla read.

"Where the Sphinx is Hauntings Boolevard?" Bullfrag wondered, just in time for another rock to come sailing in through the broken window and hit him upside the head.

"A map." Twyla stated.

"But mommy, I don't wanna play Catch the Cannonbolt with Vilgax . . ." Bullfrag moaned from the floor.

* * *

The night air was cool against Ben's skin, a chilly wind picking up and rustling its way through the bare branched trees as winter slowly started to reclaim the land in its eternal war; Twyla was bundled up in a heavy jacket with her hands shoved deep into her pockets and a pair of dark gray earmuffs over her head. Even so, Twyla unconsciously found herself leaning into Ben's frame, walking so close to him that their arms grazed against each other every time they moved; Ben either didn't seem to notice this, or he did and was just being a gentleman and not saying a word about it.

"A parking garage? Why does that not surprise me?" Ben muttered as they came rounded onto Hauntings Boolevard and were taken in by the concrete structure's shadow; the building rose an impressive thirteen stories surrounded by old, brick buildings with inanimate gargoyles that hugged the open ledges and gazed upon passerby down below. Despite the statues supposedly being insentient, Ben could have sworn he saw a few heads turn to look at them as they quietly ducked under the toll booth and into the parking garage.

"It seems our mysterious friend failed to mention which level they would be on." Ben grumbled.

"Thirteenth." Twyla said instantly.

"How'd you know?" Ben asked suspiciously.

"The number was written on the back of the note in invisible ink," Twyla replied. "I checked while you knocked out."

"Remind me to give this guy a piece of my mind once we're done here." Ben muttered under his breath as Twyla stepped towards a nearby shadow and grabbed hold of his hand to drag him along with her; she resisted the urge to hold back a blush as she pulled Ben into the inky, black shadow and instantly warped up onto the thirteenth floor; no matter what her future self said, she would believe someone as brave, heroic, and as outgoing as Ben would fall for someone so insecure, shy, and and antisocial as her. Their friendship was strictly business for the moment.

"One minute to ten." Ben reported, glancing at the Omnitrix.

"Doesn't this seem . . . I dunno, a little suspicious?" Twyla asked fearfully.

"Of course," Ben sighed. "But if this whole thing turns bad, I can always go Wildmutt and track down the creep that broke into your house."

"Why didn't you just do that before?" Twyla asked with a deadpanned expression.

"Because Bullfrag was too busy oggling your sweet ass to even think about it." Ben admitted with disdain.

"Are you sure _you _weren't the one doing that?" Twyla wondered.

"No, some of my forms have certain personalities to go with them, like when I turn into Rath; my temper flares, my ego grows, and my brain power shrinks. Bullfrag just happens to be a womanizer."

"Does that ever get annoying?"

"You have no idea. Ever hit on an alien princess when she has you at gun point and not knowing what half the stuff coming out of your mouth is?" Ben shuddered.

"I'm . . . pretty sure I have not." said Twyla.

"Ahem."

The two of them instantly stopped their conversation and turned to see a large, tall figure standing under a glitching light that hung from the ceiling, his face hidden from view by a white fedora. He was tall, about two feet more than Ben, and had broad shoulders that made him very imposing. His body and frame were mostly hidden under a thick trench coat with dozens of straps and buckles, a smolder cigar in the man's mouth.

"Really? The Mysterious-Figure-under-the-street-lamp-thing? This night just gets more and more cliche." he mumbled under his breath.

"Say what you want, Tennyson, but I got information you need. You don't wanna hear it, then I'll just be on my way." Trench Coat grumbled, taking his cigar from his lips with two fingers to puff out a cloud of smoke.

"We're listening." Twyla said quickly, interjecting before Ben could say anything else stupid.

"Smart girl." Trench Coat mumbled as he set his cigar back in his mouth and reached inside of his coat to pull out a manilla folder stuffed with papers; he set the envelope on the floor and slid it across the concrete, a loud shushing sound filling the air until it came to a stop at Ben's feet. The wearer of the Omnitrix bent down and picked the envelope up in his fingers, opening it up to reveal a photo of a young man that probably wasn't much older than himself. He had a tan, rounded, slightly angular face with piercing, hazel eyes and light brown hair with orange highlights that just barely draped over his eyes. He was well muscled and had a scar over his left eyebrow, his face twisted into a stern scowl. He wore a charcoal black, long-sleeved T-shirt with a red, cut-off vest and faded blue jeans; a pendant shaped like a skull with emerald eyes inside of a silver octagon was hung around his neck as he starred blankly at Ben and Twyla.

"His name is Seth Mormel." the dark figure spoke. "He and I were mates back in our school years. Well, not so much as mates, more like co-students."

Ben gave the man a suspicious glare.

"Alright, alright, I use to hang him from the flagpole by his underwear before he gave me a black eye." Trench Coat grumbled.

"Why were you so mean to him?" Twyla asked.

"'Cause he was . . . different." Trench Coat said after a while, puffing out a thick cloud of smoke to hide his face even further.

"Different how?" Ben cocked an eyebrow.

"He was a man raised by monsters," Trench Coat puffed on his cigar. "Parents died in a fire when he was three, when a buncha Normies went and robbed the nearby gas station and accidentally set fire to the builin'. Wandered around the streets a while before some kindly old witch took 'im in."

"Natasha Hag." Ben read through the file.

"Whatever," Trench Coat grumbled, setting his cigar back in his mouth before shoving his hands back into his pockets. "Thing is, witch had a buncha other monster spawn with her too-"

"Lupis Wolfman, Willow Whisp, Vladia Fangington, and Clawdina Meow." Twyla rattled off.

"Werewolf, Will-o'-the-Whisp, Vampire, and Were-cat." Trench Coat grumbled. "Either way Seth, was somehow happy for many years with his monster family. Until some Van Hellscream follower went nuts and slaughtered them on a killing spree."

"Remind me to knock some of Hellscream's teeth lose next time I pass by his mansion." Ben said to Twyla.

"Noted," Twyla nodded. "Please continue." she nodded to Trench Coat.

"Polite girl," the mysterious figure nodded. "Long story short, Seth went insane after losing two families in one life time; the nutjob hates Normies, despite the fact he's one of 'em."

"What's wrong with that?" Ben wondered with annoyance. "In my experience, most of them are complete jerks. No offense." he added when Twyla elbowed him in the ribs.

"None taken. In experience, monsters are a lot more cooperative and less greedy than Normies," Trench Coat shook his head sadly. "But back on topic. Seth's gone over the edge, obessing over some way to give the Normies a taste of their own medicine."

Twyla's face got even paler than it usually was upon hearing those as her grip on Ben's shoulder tightened, her knuckles turning snow white. If he was the one that . . . no, no one would that foolish. Would they? Could they? She hoped to Ra that what she was thinking wasn't true.

"Um, Twyla? Your nails are kinda digging into shoulder." Ben winced with a pained voice.

"Sorry." Twyla apologized before turning to Trench Coat. "Thank you for-"

She stopped mid-sentence: Trench Coat was gone, completely vanished as if he had never even existed to begin with. All that remained of him was the manila folder in Ben's hands as a smoldering cigar butt on the concrete floor.

"Okay, that was creepy," Ben shivered. "I mean, you'd think ever since I got the Omnitrix and got launched into a world of monsters I would be use to this kind of thing by now, but that is just creepy."

"Where do you think he went?" Twyla asked. Ben was about to put in his own two cents when a large tremor suddenly shook the ground, knocking them to the floor as a loud roar filled the air.

"Wherever he went, it'll have to wait." Ben declared with a serious tone, shoving the envelope into Twyla's hands. "I've got heroing to do!" he called over his shoulder as he ran down the ramp of the parking garage; Twyla glanced back and forth between the folder in her hands and Ben's disappearing figure before sighing and stepping into one of the shadows created by the blinking light, warping ahead to wherever the explosion had come from.

Had the two of them stuck around for a few more minutes and paid attention to the external design, they would have noticed that one of the gargoyles that guarded the parking garage was missing, having been replaced by a tall figure in a trench coat; the figure watched Ben rush out of the parking garage and down the sidewalk towards an enormous fire just a few blocks away.

"As always, Benjamin, you put others needs before yourself." the figure chuckled, removing the fedora from his head to replace it with a black top hat and pulling a cane from out of folds of his coat, leaning on it as Ben crossed the street and rounded around the corner.

"Thank you for letting me borrow your position, Mr. Stonedge." Hexiciah thanked an old gargoyle with stone, feather wings and curved ram's horns.

"Anytime, Steam." the gargoyle smiled. "Maybe next time you can drop in on less important matters?"

"I looked forward to it," the Time Walker smiled. "Or rather, I will. Have? Oh, you know how time travel works." he chuckled, summoning a swirling blue portal behind him. "I shall see you later, Stonedge. Should you encounter Paradox, please inform him that we have matters to discuss."

"Will do." the gargoyle nodded as the Time Walker gave one last farewell and stepped through the portal, leaving the ledge empty and bare; Stonedge stretched his stone wings before sitting back down in a crouching position, overlooking the road below and silently praying that the pigeons across the way would not decide to pay him a visit.

* * *

"Ben!"

Ben stumbled to a stop to catch his breath as Moan'ica suddenly appeared through the panick and fray before him; all around him, sirens wailed from fire trucks that were hellbent on destroying the flames as several ambulances treated the injured while numerous police cars kept the general public back. Almost a hundred or so Normies were scattered about outside between the multiple vehicles, their eyes once trained on the burning blaze before them now stuck on Ben as he approached. Not all of them were friendly.

"Monster Lover!" a voice from the crowd called as an empty soda can sailed through the air and smacked into Ben's head; the watch wearer resisted the urge to march right through the crowd and knock some since into the person that had assaulted him.

"What's the situation?" Ben asked, instead deciding to focus his attention on the matter at hand.

"About a dozen or so Normies are still trapped inside," Moan'ica informed him. "The nightclub caught fire around 10:30 p.m., but the cause remains unknown."

"Gotcha." Ben nodded as he turned to the Omnitrix and cycled through the roster before selecting Overflow; surely an alien made entirely out of water would survive the raging furnace that had once been a nightclub for Normies, right? He was about to find out as he slammed his hand down on the activation button, relishing in the amazing feeling that coursed through his body as his DNA began to change into something the world had never seen. His skin began to harden into a smooth covering, little diamonds and crystals racing up his arms and legs to cover him as his bones disappeared altogether and he shot upwards a few feet. Ben felt his jaw line push out a little ways, his teeth fusing together into two, hard plates as his head pinched back into a sharp crest. Two, sharp blades suddenly sprouted from his back as his entire body hardened into a diamond-like substance, a black and green jumpsuit materializing on with the Omnitrix attached to a belt around his waist, completing the transformation.

"You know in hindsight, I probably should've seen this coming." Diamondhead sighed.

"Does this happen often?" Moan'ica asked, cocking an eyebrow as she studied the tall Petrosapien.

"Not really," Diamondhead replied. "But we've got more important issues." That being said, he rushed towards the burning building, using his limited shape-shifting ability to enlarge his hands to gigantic proportions; he planted his hands into the ground and launched himself at the burning building, returning his hands back to a more manageable size as he crashed through the roof and into the middle of the nightclub, though one could hardly tell what it use to be on the inside.

"Hello? Is anyone in here?" he called out into the flames, shifting his left arm into a sharpened blade that he quickly used to cut through some burnt, wooden beams that had fallen from the ceiling.

"Over here!" a voice called out from the fire.

Diamondhead quickly followed the source of the noise, grabbing a bar stool that was still intact using it to beat a wall of rubble before jamming a hand into the ground and forcing up a large collection of diamonds to clear the rest of it away to reveal the trapped customers. The only issue with the rescue however, was the fact that the Petrosapien wasn't rescuing Normies.

Coughing and hacking from the excess amount of smoke in their lungs were a pair of sea monsters. The male had slimy, green scales and pointed fins on either side of his face and on top of his head, a red T-shirt over his chest as the gills on his neck fruitlessly sucked in any moisture that might have been available in the dry air; the female was a bright pink were sharp fins on her arms and legs, a cage of needle-like teeth behind her blood red lips.

"Uh, are you sure you two didn't take a wrong turn?" Diamondhead asked.

"What are you talking about?" the female hacked.

"It's just that . . . Monsters don't normally go to Normie businesses, right?" the Petrosapein wondered.

The two sea monsters froze upon hearing those words and slowly looked down upon themselves with horror before looking at each other with utter disgust and fear in the eyes as they let out earth shattering screams of surprise. The building cracked and groaned around them, threatening to collapse in on itself as the fire grew brighter and hotter; the water monsters were not going to survive much longer in the fire. With this in mind, Diamondhead grabbed each of them around the waist and flung them over his shoulder, charging back out through the red, hot flames and busting right through the blocked doors as the building gave a final shudder and came tumbling down in a gigantic fire ball.

"Everyone okay?" Diamondhead asked.

"Unfortunately no," Moan'ica sighed as she walked up to the Petrosapien with a notepad in hand; the two sea monsters climbed down from Diamondhead's shoulders and awkwardly stood off to the side as the crowd glanced at them with disgust.

"What's the problem?" Diamondhead asked.

"We've still got ten Normies unaccounted for," Moan'ica explained. "On top of that, we've got ten extra bodies to account for, all of which are being questioned on the disappearance of the Normies." Moan'ica pointed towards a group of various monsters in the custody of officers, a centaur, two gargoyles, a naga, a trio of werewolves, a skeleton, and a pair of harpies being among them. "And to make things worse, they call claim to be each of the missing Normies. As if Normies can change into Monsters." Moan'ica scoffed.

"What am I, chopped liver?" Diamondhead rumbled.

"You turn into aliens, not monsters," Moan'ica corrected him. "Either way, things aren't adding up. Ten Normies missing, a destroyed nightclub, and no explanation."

"Actually, I think I might have an idea at what's going on here." Twyla piped up in a quiet voice, coming out from Diamondhead's shadow and giving him a startle as she walked over to Moan'ica and presented her with the file Trench Coat had given her. "There actually is a way for someone to turn a Normie into a monster," she began to explain. "All you need is Boogie Sand, and my house was just robbed of every kind of Boogie Sand we own other than Normie Sand."

"Wait, are you saying that those ten monsters are actually the ten missing Normies?" Diamondhead cocked an eyebrow. "Actually, when I say that out loud, that doesn't sound very farfetched."

"Ask them if they remember being covered in some kind of colorful explosion before the club was set on fire," Twyla suggested to Moan'ica. "Chances are, they're the victims of the guy in this file." she pointed to the envelope.

"Seth Mormel?" Moan'ica raised an eyebrow as she skimmed through the file. "Isn't this guy a bit out of left field or something?"

"At the moment, he's the only suspect me and my partner have." Diamondhead sighed; Twyla's face turned a light pink upon hearing those words, though no one else seemed to notice it. "The only other guy who might try something like this is Van Hellscream, and he's still an ogre. Plus, why would he attack a bunch of Normies and turn them into monsters?"

"You have a point, Ben." Moan'ica nodded. "And to think that your file claimed you to be unintelligent."

"I'm not dumb," the Petrosapien defended himself. "I've just got more important things to take care of than remember than boring old Chemistry. Besides, that's one reason why I have Gutrot. Guy's a genius when it comes to chemicals and stuff."

"You do know your referring to yourself, right?" Twyla asked.

"In a way, I'm not really talking about myself," Diamondhead shrug. "Every time I turn into Gutrot, I feels like I swallowed a Chemistry textbook, and then I don't remember a single thing about it when I turn back. Same thing happens when I go Grey Matter or Brainstorm."

"Enough about your various transformations," Moan'ica sighed, pinching her brow with exasperation. "We got this Mormel guy to find before he causes anymore damage. And here I was hoping to have the evening off." she grumbled under her breath.

"Don't worry. I got this covered." Diamondhead told her as he pressed the Omnitrix disk on his belt and felt a new set of DNA inject itself into his bloodstream. He felt himself taller and much more muscled as gray colored fur sprouted all over his body. His face bulged forward into a pointed muzzle, lined with sharp canine teeth as a black nose formed on the end. Organs sloshed around inside him and bones crunched and ground together as he felt said muzzle split into four ways and his fingers become longer and tipped with razor sharp claws that could easily slice through most objects. His toes melted into two, large talons as a third sprouted from his heel and a long, furry tail grew from the base of his spine. A mane of fur rose from the back of his neck as spikes rose from his elbows and shoulders. A green and black suit appeared on his body with green wrists bans and a collar around his neck with the Omnitrix symbol on it.

"Hand me that note from earlier." Blitzwolfer asked Twyla; the Boogie Girl reached into her pocket and pulled out the slip of paper and set it in the Loboan's claws as he took a deep sniff of the paper, ignoring the ink used and focusing more on the sweaty scent that could only be found on burglars trying to make a hasty exit while trying to leave behind a cryptic clue. Well, that and greatly overweight joggers trying to outrun a pack of angry werewolves.

"I got his scent." the Loboan growled, grabbing Twyla by the back of her dress and hauling her onto his back as the Boogie Girl yelped with surprise. "We'll handle this guy. You see if you can't keep thing under control here."

"It's one guy, Ben." Moan'ica pointed out. "I may be half zombie, but I'm pretty sure you and my team of officers can handle one guy."

"Ever heard of overkill?" Blitzwolfer gave a toothy grin before giving a loud howl at the moon and running away from the burning building on all fours with Twyla hanging on for dear unlife on his back as the crowd parted before them like the Red Sea.

* * *

"Warehouse. Why is it always a warehouse?" Blitzwolfer snarled under his breath as he slowed to a stalking motion with Twyla easing her tight grip on the Loboan's fur. The air was thick with the smell of sea salt, the distant cry of sea gulls and the gentle lapping of the waves against the docks filling the air with a dull thrum. Flickering streetlights and overhangs were the only source of light available in the warehouse dock district Blitzwolfer had tracked the smell of Seth Mormel to; and was it just him, ot did this man get more and more cliche with every passing moment?

"Ben?" Twyla spoke up after a while, her voice sounding frail and alone in the cold silence of the docks. "I just wanted to say thanks."

"For what?" Blitzwolfer asked, pausing under a street light to sniff the air and secure his bearings.

"For everything I guess," Twyla shrugged. "Most monsters wouldn't have endangered themselves with this kind of this, risking their lives for something as simple as Boogie Sand."

"Trust me, there is nothing simple about Boogie Sand," Blitzwolfer grumbled. "Vilgax is so crazy for the Omnitrix that he'd snap up the chance to steal every last grain of your Boogie Sand if it gave him a means to get the Omnitrix from me. He is literally obsessed with getting the ability to transform at will."

"I still don't see what is so dangerous about Boogie Sand," Twyla shrugged. "I will admit that it's probably risky for someone bad to get their hands on it, but unless they could somehow be able to transform as fast as you can, it's pretty much worthless."

"Then why does your dad use it?" Blitzwolfer asked as he stopped in front of the doors of a large and seemingly random warehouse with rust covering the sides and algae building up on the foundations. The Loboan sucked in a deep breath before his snout split into four flaps and a loud, ultrasonic howl rammed full force into the heavy metal doors, blowing them off of their hinges and sending them skidding into the depths of the warehouse with a loud clatter.

"It's his job to instill fear in Normie and monster minds, and this is unfortunately where most of the monster hate comes from. He doesn't mean to do it, but it's his job to scare Normies monsters with monsters and Normies, even if he's against the whole thing." Twyla replied as Blitzwolfer stalked into the warehouse, his senses reaching out for any kind of surprise attack that might be deployed against them.

"Shhhhhhh." the Loboan silenced Twyla, rearing up onto his hind legs to better listen in to his surroundings; he heard the sound of rats and other small creatures skittering around in the darkness of the warehouse behind stacks of old crates, and he could smell the odor of seagull droppings and rotting fish, a scent that oddly enough did not make him want to puke up his lunch just yet. Then he heard it, the sound of wet sneakers on metal.

With a sudden twist of his head, Blitzwolfer launched a second ultrasonic howl at an area of catwalk above them, tearing the metal slab apart as a hidden figure ran out of the way, just barely missing the attack. Before the Loboan could give chase after him, the figure reached into his pocket and put something to his lips before blowing on it, a loud and shrill noise reaching the Loboan's ears: it was not pleasant in anyway.

"AGH! My sensitive ears!" Blitzwolfer wailed, digging his claws into the fur around his head.

"Ben! What's wrong?" Twyla asked as the large, werewolf-like alien stumbled about in agony.

"Hit the Omnitrix!" Blitzwolfer howled as the noise got louder and louder; Twyla could never hope to hear it with her ears, for it was at a frequency only Loboans, Vulpimancers, and werewolves could hear at. Twyla bit her lip, but edged her fingers towards the powerful device before pressing down on it with her fingers, almost afraid of what Blitzwolfer might be turned into as the green light washed over his muscled form and changed him. His skeleton crunched and twisted, forcing itself out from beneath Ben's skin and to the surface where it proceeded to melt together into a single casing that covered his entire body, leaving only two openings for his eyes. A loud crunching sound filled the air as the bone casing split along his back, chest, and limbs, becoming segmented on his belly and forming a hard shell on his back. His jaw jutted outwards, his skin fusing with the bone as it became serrated like teeth. Spikes formed along his muscled arms, two more spikes jutting out from either side of his massive jaws. A loud and sickening splitting filled the air as a long, forked, horn-like protrusion split out from the top of his skull as his toes fused together into two claws. The Omnitrix appeared on the alien 's chest, completing the transformation.

"Fire in the hole!" Eatle cried as he jogged over to a crate and picked it up in his claws before shoving it between his jaws and crunching it and its contents into splinters while Twyla hung onto the long, forked protrusion on his head; she felt a slight warmth in the horn and yelped with surprise as a ball of green energy formed between the two prongs of the horn and fired at the dark figure, always missing by just a hair.

"Um, how about actually trying to hit the guy?" Twyla suggested.

"What do you think I'm doing!?" Eatle roared as he thrust his claws into the concrete floor on either side of him and ripped out a good sized chunk before stuffing them into his mouth and charging himself up once again and firing off another beam of energy, successfully blasting the wall behind the figure and throwing him off the catwalk and to the floor with several painful thuds.

"Alright, bub, you got two seconds to explain yourself before you're on the menu." Eatle threatened as he lumbered over to the figure and let Twyla climb off of him before the Omnitrix timed out. Looking down at the man, Ben noticed several interesting features about him; he had light brown hair with orange streaks and wore a charcoal black, long-sleeved T-shirt with a red, cut-off vest. When the figure groaned and slowly raised his head to look up at the two of them, Twyla gasped upon seeing a pair of sharp, hazel eyes with an unmistakable scar over his left eye.

"Seth?" she whispered.

"In the living flesh, my beautiful girl." Seth chuckled, pulling himself onto his knees, climbing into a squatting position as Ben turned on the Omnitrix and hovered a hand over the activation button. "Now, now, no need for that." Seth shook his head; Ben didn't move an inch.

"Care to explain yourself?" the watch wearer asked.

"Happily," Seth shrugged. "Tell me, has it ever bothered you that monsters never get the respect they deserve despite obviously being the more dominant race. Or races if you prefer." he added.

"A . . . little, I guess." Ben admitted.

"I mean, you'd think it would be the monsters with their razor sharp claws and fangs, tremendous strength, incredible durability and phasing powers, their ability to manipulate their environment through sheer will that would be ruling the world. But no, it's the dimwitted, weak, and powerless Normies that drive monsters into the shadows and into fear." Seth hissed with disgust. "Only a few Normies such as you and I ever see the light." he said to Ben.

"You and I are nothing alike." Ben frowned.

"Really, Ben? Have you not noticed that we both prefer the company of monsters over people? That we've grown up with monsters close to us at one point in our lives? That we have the ability to _change _into monsters?" Seth listed off, a hint of amusement in his voice.

"I don't see any Omnitrix on you." Ben's frown deepened.

"I may not have that wonderful device strapped to your wrist, but I have the next best thing," Seth chuckled as he climbed to his feet, standing just a few inches taller than Ben as he reached for his belt and hiked it up slightly for Twyla and Ben to see several pouches tied securely to his belt. "Thank once again for the Boogie Sand, Twyla."

"I never gave it to you." Twyla frowned grimly.

"Why the long face, my sweet, innocent monster? I am about to right all the wrongs your species has had to endure for thousands of years." Seth declared innocently.

"You set the nightclub on fire?" Ben wondered with realization.

"Bombed," Seth corrected. "But not before I tested the many sands of Twyla's. And I must say, they were a wonderful success."

"How is turning Normies into monsters going to get revenge?" Ben asked, his hand edging towards the Omnitrix again.

"It's not about revenge," Seth shook his head. "It is about justice. For far to long, the monsters of this world have suffered under the rule of the Normies. My plan is turn every man, woman, and child in thw world into a monster, and to bring an end to Rein of Normies and begin an Era of Monsters!" Seth cackled madly.

"Dude, that's a little nuts," Ben shook his head. "There's no one you have that much Boogie Sand."

"Which is why I starting with New Salem," Seth smiled wickedly before reaching into his belt and pulling something out and throwing it at his feet, a cloud smoke engulfing the three of them. Ben's eyes started to water as his throat swelled and made it difficult to breath, his body wracked with heavy coughs that made his throat hurt all the more; he could hear Twyla suffering a similar fate next to him.

"So sorry to have to do this to the two of you," Seth apologized. "But I simply can't have you getting in my way. Once I extract the Fear Essence of every Monster-turned-Normie, I will have enough Boogie Sand to conquer a country! Then enough Boogie Sand to conquer a continent! And then the world! And I shall be the King of All Monsters!" he cackled madly.

"I'm off to subjugate the world to my will!" Ben heard Seth call over his shoulder as he seemed to merrily skip away. "Toodles!"

"Great, another Dr. Animo." Ben wheezed as he climbed to his feet and helped Twyla up as well.

"Dr. Who?" Twyla hacked.

"Psycho who turns cute and cuddly animals into horrifying mutants," Ben explained as he wiped his aching eyes. "But we don't have time for that now. We got another psycho to stop."

"We?"

"Sure, why not?" Ben shrugged with a smile. "You and me handled Trench Coat pretty well, we can handle this nutjob." he joked.

"You think so?" Twyla felt herself blushing; not many people generally bothered to acknowledge or even knew of her existence, since she spent so much time in the shadows. Generally, she only ever socialized with Howleen and her family on the norm, and the rest of the Monster High student body when she couldn't avoid it. She didn't know why she was so antisocial, it just seemed that everyone was so . . . mean. Not many had even bothered to talk to her if they could sense her, and this gave her the impression that she just wasn't worthwhile meeting. Ben however, didn't care that she was shy and actively reached out to her, helping her in her time of need. Nobody could really blame her if she felt grateful, to say the least.

"I know so," Ben grinned. "Now lets follow this guy." He quickly turned to the Omnitrix and cycled through his listings before coming across a suitable transformation and slapping the activation button, relishing in the feeling of the green light washing over his body and changing his DNA. He felt his arms swell with small muscles as his skin hardened into rust red plating that raced up his arms and legs and across his chest. His skull was pulled backwards into a sharp crest as his eyebrows wove together and pulled up from above his head, hooked down only by one end as his nose and mouth fused into a large, horny beak. Ben's fingers fused together into three, sharp claws as his toes molded into two long claws and his heel ground into a back toe. A flash of bright green light exploded on his back, a jetpack-like structure formed on his back, a pair of rust red gauntlets appearing on his arms while green, fingerless gloves and feet and a green and black bodysuit materialized on his person; the final transformation was the appearance of the Omnitrix on his left shoulder.

"RAWK! Lets light this candle!" Astrodactyl squawked as he hopped up onto Twyla's shoulders and dug his talons into her shirt and activated his jetpack, blasting up into the air and out through the broken doors of the warehouse and into the open air, Twyla screaming all the way as the wind rushed past her face and chilling her to the bone.

"What's wrong? RAWK!" Astrodactyl asked.

"Flying! Flying too fast!" Twyla cried before coughing loudly and spitting something out from her mouth. "And I think I swallowed a bug!"

"Sorry." Astrodactyl grumbled before something caught his eye. Ignoring Twyla's request to slow down for the time being, the flying alien gave a blast from his jetpack and sped forward even faster, quickly catching up with the swift figure that had caught his attention; he was shimmering, as if not entirely there, and glowed with a mahogany aura as he zipped through the air with rusty, golden chains hanging from manacles around his wrists and ankles.

"Is that who I think it is?" Twyla wondered over the roar of the wind rushing past him.

"Seth!" Astrodactyl cried. "He turned himself into a ghost! RAWK!"

"Do something!" Twyla yelled, spitting out another bug.

"Way ahead of ya! RAWK!" Astrodactyl quickly crossed his arms in front of his face, summoning the hot, star power within him to the gauntlets on his wrists, forming them out into a pair of long energy whips tipped with mace-like growths. He quickly lashed them out towards Seth and succeeded in hooking one of the whips around his legs and yanked back as hard as he could; Seth came flying back at him with a surprised yelp as Astrodactyl drew back a fist and slugged Seth in the face, sending him flying again.

"Oh, ho! Things just got interesting!" Seth grinnedas he recovered and reached for one of the small sacks around his belt and scooped out a small amount of green powder, pouring it on himself and instantly falling to the ground as the sand changed him into a different kind of monster. The green cloud of sand dissipated to reveal a large, hulking Minotaur with a wide rack of horns and dark brown, almost black hair that covered his body, his cloven hooves pressing into the pavement of the road as he cracked his knuckles just be squeezing them.

"Hit me with your best shot, Birdy!" Seth snorted, his golden nose ring fluttering from his hot breath.

"Astrodactyl's not gonna be able to fight that," the alien gulped as he alighted on a nearby roof top and set Twyla down. "But I think I know someone who can! RAWK!" he declared as he slapped the Omnitrix on his shoulder and was engulfed in a bright, green light. Hard, metal plating raced up his back and front, melting together into a single shield. His shoulders became rounded and massive as flexible black tubing covered the skin between his elbow and shoulder. His arm then began to swell, metal plating taking the place of his skin as his fingers turned into sharp, gray claws. A piston formed on each of his elbows as the metallic plating covered his head and changed it into something that resembled a Greek Corinthian helmet. Two small, pointed ears formed on his head his feet turned into hard, metallic claws. The Omnitrix appeared on his broad chest as a short tail popped out from his spine, completing the transformation.

"I was going for Humungousaur, but Armodrillo works too." the Talpaedan sighed before frowning and socking his fist into hand. "Now lets dance, Tubby." he seemed to smile underneath his heavy armor before he leaped down from the roof of the building, his hands fusing together into fine points as his arms began to jackhammer up and down. Seth quickly dove backwards as Armodrillo slammed into the earth in front of him, kicking up a cloud of pavement slabs and dust as he burrowed underneath the ground and suddenly up behind the dazed Minotaur, punching him in the back of the head and knocking him over.

"Impressive," the Minotaur snorted. "Too bad you won't be around long enough to hear more compliments from me."

"I doubt that," Armodrillo rolled his eyes as he reached behind him and yanked a street lamp out of the ground. "En guarde!" he cried, jamming the lamp post out like sword.

"Ooh! Finally someone with some taste!" Seth grinned maliciously, copying the Talpaedan and tearing a street lamp out of the ground as well just in time to block a swing from Armodrillo before pushing up on his street lamp and kicking him in the chest. Armodrillo stumbled backwards, falling to a knee and raising his weapon up just in time to block a swing from Seth, but he was slowly losing the battle of muscle between the Minotaur. He quickly fused his fingers together once more and jammed his hand into the ground, the pistons on the end of his arms jacking up and down at a rapid pace, forcing a wide gap to open in the pavement under Seth's feet; the Minotaur bellowed in surprise as he dropped down into the crevice up to his chest, essentially trapped.

"Surrender?" Armodrillo asked cockily.

"Not even." Seth grinned darkly as he was suddenly engulfed in yet another cloud of sand, this one a sickly yellow in color as it enveloped his bulky frame and changed him into yet another monster. The sand died away after a few moments, a loud hissing filling the air as a long, serpent-like creature launched itself out of the crevice and at Armodrillo, wrapping its thick coils around Armodrillo's arm and flexing the many muscles in his body, swinging the Talpaedan's fist into his own face.

"Why're you hitting yourself? Why're you hitting yourself?" the Naga hissed happily as he hit Armodrillo in the face over and over again with his own fist.

"Get away from him!"

Seth paused in mid-squeeze to glance up just in time to get a crowbar to the face, knocking several fangs lose and splattering a small amount of blood all over his face and Armodrillo's armor; high above, now armed with a rusty soda can, was Twyla with a very annoyed look on her face. With Seth momentarily distracted, Armodrillo managed to grab Seth by the face and tear the Naga off of him and throw him into a parked car, sounding off its alarm as Twyla lobbed the soda can at Seth.

"This is getting tedious." Seth grumbled as he shook his head to clear the dull throbbing in his skull.

"You could always surrender you know." Armodrillo offered.

"And let the Normies go unpunished? Don't patronize me." Seth scoffed as he launched himself at Armodrillo and quickly coiled his entire body around the Talpaedan and squeezed his muscles as tight as he could; loud, metallic screeching began to fill the air as Armodrillo's armor began to condense and wear away.

"Agh! C'mon, give me something useful!" Armodrillo pleaded as he struggled to reach the Omnitrix on his chest and finally managed to slap the disk, becoming engulfed in a flash of green light as his body began to change. He grew upwards by a couple of feet, his skin becoming tough and more resilient as it covered his entire face. He could no longer see anything by light shining through the folds of skin over his eyes before his eyes vanished altogether. His ears moved to the top of his head and grew to a large size, becoming more like flaps on his head rather than small disks. Sharp teeth his mouth as sharp claws grew on the ends of his fingers and his toes burst out of his shoes. Then suddenly, he could see again. At first he just saw Seth licking his chops hungrily. Then he saw Twyla digging around on the roof top for something else to chuck at Seth. Then he saw The distant, blinking lights of the New Salem police off in the distance, rushing to his rescue. Then he could see up, down, left right, forward, behind, and all around until he could see in every possible direction as a pair of black and green shorts appeared below a green belt with the Omnitrix on it, completing the transformation.

"Not what _eye_ had in mind, Omnitrix! But at this point _eye_'ll take anything!" Eye Guy griped as all the eyes on his body glowed an ominous, neon green before firing off beams of bright energy in all directions, blasting Seth off of him and into the air where he came crashing back down into the pavement.

"And now for the _eye_-cing on the cake!" the Opticoid quipped as the eyes all over his body closed shut while a single, large eye opened up on his chest on the end of several long, thick veins. The gigantic eye blinked once before firing another beam of hot energy at Seth, sending him flying into an abandoned apartment building that was just asking to be demolished. "Well that takes care of that." Eye Guy grinned, dusting off his hands.

The Opticoid spoke too soon however, as the building suddenly was engulfed in red, hot flames ate away at everything like starving wolves. Eye Guy narrowed all of his eyes to peer inside of the building to see a lone figure come staggering towards the hole Seth had made when he crash landed in the wall; red hot flames licked over his faded blue jeans and flaming sneakers, his light brown hair with orange streaks replaced with burning coals. "Time to turn up the heat!" Seth cried, summoning balls of fire into his hands.

"Dude, watch the puns!" Eye Guy cried as he ducked to the ground while the twin balls of flame sailed harmlessly over his head. "Pretty soon, you use up all the _eye_-conic ones and they just get _cornea_ and _cornea_!"

"You may have a point." Seth shrugged his burning shoulders. "But what do I care!? I'm a Fire Elemental! WOO-HOO!" he whooped with joy as he fired off a jet of flame at Eye Guy; the Opticoid quickly jumped over the hot beam before firing off several more eye blasts from his wrists.

"Time to fight fire with _eye_-ce!" Eye Guy cried as all the eyes on his body glowed a bright blue in color before firing off the desired beam and sending freezing cold beams of vapor everywhere, freezing the pavement beneath Eye Guy as ice crystals encased several cars in small glaciers; the beams that were fired off at Seth however, instantly liquified on contact, merely only annoying the Fire Elemental as he flung another ball of fire at Eye Guy.

"Ben! Change into something else!" Twyla cried from the roof as she chucked a wooden board at Seth's head, only to have the plank instantly vaporize. "I'm running out of stuff to throw at him!"

"This is the New Salem Police! Put your hands up or we will not hesitant to fire!" Moan'ica yelled as she shoved the squad car open before the car came to a screeching stop and whipped out her gun before leveling it at Seth; the dozen other police cars all formed a small barrier for their drivers and passengers as they copied their commander's movements.

"If you say so." Seth grinned darkly as he moved his hands above his head before firing off twin jets of flame, aiming them directly at the police officers that ducked behind their vehicles; two cars exploded into fiery mushroom clouds, injuring several officers in the process as Eye Guy fired off more ice beams in the hope of putting Seth out.

"Probably not the best suggestion in the book." Twyla noted as she reappeared behind Moan'ica from the flickering shadows created by the burning cars while several officers groaned around and beneath the wreckage.

"Probably," Moan'ica admitted. "Can you shoot a gun?"

"Probably not." Twyla gulped nervously.

"Music to my ears," said Moan'ica as she dragged an unconscious officer out from underneath a trashed squad car and stole his gun and badge. "I here by deputize you Twyla as a Temporary Officer in Training." the hybrid announced, pinning the badge to Twyla's left breast and shoving the gun into her hands. "Now open fire!" she commanded, squeezing the trigger on her own gun and firing off a few bullets that liquidated upon making contact with Seth's body.

Twyla gulped nervously as she looked at the gun in her shaky hands, glancing back and forth between the weapon and Eye Guy as he danced about to avoid the balls of fire Seth slung at him while the New Salem Police fired off round after round of bullets in the hope of hitting the Fire Elemental before them. The Boogie Girl remembered the letter her alternate, future self had given to her, recalling the photo taped to the back of the letter; she looked so distant and far away, her eyes full of unimaginable amounts of pain. She was even ready to end that pain with the pistol pointed to the side of her head, her finger just itching to pull the trigger and end all the misery that had accumulated in her life. If she pulled the trigger of this gun, would she go down a similar road and suffer a similar fate? Would the picture given to her, the only relic of a horrific future for all, come true? Would she be the one in that picture?

"_¡Eye caramba!_" Eye Guy cried just as he managed to duck beneath a ball of red hot fire aimed directly at his head. "Some help would be appreciated right now!"

_Screw it_, Twyla thought. _No time like the present!_ Without much option left, Twyla raised the gun up and pulled the trigger, stumbling back from the recoil a little. She watched as her bullet ricocheted off a car and then off a lamp post before bouncing off the abandoned apartment that had recently caught before racing right at Seth just as Eye Guy managed to get a lucky hit and freeze the Fire Elemental where he stood; as the ice quickly melted around Seth's legs, exposing unprotected skin, the bullet came shooting at the back of Seth's leg and embedded itself into his flesh. Seth cried out in surprise and agony as he fell down to one knee, raising his hand in front of his face just in time to block an eye blast from Eye Guy.

"Eat fire, Blinky!" Seth cried as he slung another ball of flame at the Opticoid and struck him in the chest, sending him flying into a parked truck, crushing the roof as Eye Guy groaned.

"Sorry to have to do this to you, Tennyson," Seth with pity. "But I can't let anyone stand in the way of my goal of making the Normies pay."

"You're . . . crazy, you know that?" Eye Guy groaned as the Omnitrix timed out and returned Ben back to his vulnerable human form.

"I may be crazy, but at least I know what I'm doing is right," Seth huffed, ignoring the bullets as they melted against his crackling flames. "Seriously, how many times have you ever wanted to beat the tar out of a Normie because they can't get it through their heads that what they're doing is wrong?"

"I do," Ben coughed. "But at least I only do it to the bad guys. At least I'm not going to turn millions of perfectly innocent people in monsters. Imagine the chaos that'll ensue!"

"Exactly!" Seth grinned. "Once I've harvested their fear, I can make more Boogie Sand and turn the Planet Earth into Monster Planet!" he cackled, fire sweeping out over the area and melting the surrounding snow into puddles of slush and water.

"You're . . . insane." Ben groaned, his head killing him.

"Been called worse," Seth grinned. "But lets see if you can't call me worse after I melt your face off." he smiled wickedly, summoning a hot ball of fire into his hand and edging it towards Ben's face. Instinctively, Ben turned to the Omnitrix, fearfully glancing back and forth between Seth's crazed smile and the magic watch on his wrist until he finally came across Heatblast and slapped the activation button as hard as he could, the familiar green flash of light washing over his form and changing him into something new. His frame stretched up about half of his original height as his face pushed forward and became a separate disk, the ends curving outwards and then up to firm a pair of horns tipped with small orbs as the rest of his head formed into a round trapezoid figure. Muscles piled themselves onto his arms as his skin hardened into a metallic-like surface with black rings around his arms and thighs with his wrists and ankles black against a dull, lavender shade. Ben's toes all fused together into a single digit as his fingers melted together into three digits that morphed into cubed claws. A triangular dorsal fin of sorts rose up from his back, tipped with a single orb as a green and white belt materialized around Ben's waist with the Omnitrix in the center, completing the transformation.

"Cool! New alien!" the creature grinned before forcing up a hand to block Seth's attack.

"You can change all you want, but it won't save you now!" Seth cackled as he drew back his other flaming fist, letting the energy build up so that he would be able to kill the strange alien before him in one blow. The creature saw it coming however and raised his other head, a loud whine building up in the air as something shot out from the barrel hole at the center of the three digits and smashed into Seth's skull sending him flying; it was a few seconds before he was suddenly consumed in a fiery explosion that rattled the block.

"And Badaboom it is!" the newly named alien cheered as he pulled himself free form the wreckage of the car and dusted himself off.

"That tickles!" Seth laughed as he came charging out of the mushroom cloud at Badaboom, his entire body a raging inferno; the Bombardian narrowed its beady eyes and felt his gun-like arms click and cock before something slid into place between his three digits. Badaboom fired them off and watched as a pair of little creatures with small, black bodies and heads shaped like the classic black ball bombs one would find in Saturday morning cartoons, rushed at Seth on their little, point legs, smoking wicks curling out of the top of their heads as they threw themselves at Seth and hit him in the gut. Badaboom instinctively felt sent a mental command to them and shielded his eyes as the two little creatures suddenly self-detonated, consuming Seth in a fiery explosion double the size of the last one.

"Ooh! Minibooms too!" Badaboom grinned.

"I hate to burst your bubble Ben, but how is this helping?" Twyla asked.

"Think of Seth as like a car engine," Moan'ica grunted as she ducked down behind the police car, her zombie nature allowing her to be completely oblivious to the small cuts in her pale skin. "The more heat you add to it, the powerful becomes. But at the same time, the more unstable it is."

"And when it reaches the breaking point?" Twyla asked.

"Boom." Moan'ica grinned. "And once he's out, we should be able to nail him before he can change again." she added just as a loud explosion rocked the earth; Twyla peeked up over the squad car to see Seth go flying into the abandoned apartment building across the street with Badaboom charging after him, his arms pumping up and down as he fired off another Miniboom to buy himself time to catch up with Seth.

"Now where did he go?" the Bombardian wondered to himself as he crashed through the wall of the burning apartment and looked around the burning scenery. "Huh. Two burning buildings in one day. Must be a new record or something." he mumbled to himself as he cautiously strolled through the fire, careful to avoid the majority of the flames.

"SURPRISE!" Seth cried as he fell from above and landed on Badaboom's shoulders, nearly crushing the Bombardian into the ground under the weight of his new form. He was now a large gargoyle with broad, bat-like wings, ram horns, pointed ears with an earring in the left lobe, large claws, and a spaded dragon's tail with a pair of ragged pants around his waist. "Eat stone, you walking dynamite factory!" he cried as he drove a rock hard fist into Badaboom's face and sent him flying into the back wall. Before the Bombardian could fully recover, Seth flapped his large wings and rushed at him, roughly grabbing him by the shoulders and kneeing him in the stomach before giving him an uppercut to the jaw that sent him crashing up through the ceiling and into the second floor.

"Any last words?" Seth asked as he cracked his stone knuckles and drew back his fist, prepared to kill the Bombardian where he lay as he edged closer and ignored the large flames as they tried to eat away at his concrete body.

"Boom." Badaboom gave a small smirk; his entire body began to flash a bright white in color, the blinking getting more and more intense as the seconds ticked off until one couldn't tell the difference between the individual clicks. A loud whine filled the air as Seth got a worried look as his face and took a few cautious steps back as Badaboom climbed to his feet and stood there, glaring at him as a loud click echoed through the second floor.

The following explosion rattled the earth as the entire building was consumed in gigantic ball of fire, every wooden beam burnt to ash as the concrete base and stone walls were reduced to rumble. The surrounding area shook like an earthquake that was beyond the Richter scale, a blinding light filling the air; Twyla felt her ears pop as she ducked down to the ground, still able to hear the explosion through her hands. After what felt like eons of waiting and hearing nothing but a dull thrum in her ears, the explosion finally died down, the air thick with smoke and ash as Twyla climbed to her feet and peeked over the edge of the police car to see nothing but a pile of smoking rubble where the apartment building had once been.

"Ben!" Twyla cried out frantically, jumping up and sliding over the hood of the car like a professional as she carefully clutched the gun in her fingers while she ran over to the smoldering remains of the apartment building. Amongst the barely intact beams of wood and the mountains of smoking concrete blocks, Twyla just barely made out a moan over the small crackling noises of stray fires. She rushed over to the source of the noise and shoved aside a small pile of rubble with all of her strength, her face bright with the hope that Badaboom was alright.

Except it wasn't Ben.

Seth lay there, completely unconscious with hundreds of dents and cracks in his stone skin; his wings broken off from his body and his tail had severe cracks in several places while he was missing an ear and horn. Despite Seth;s injuries, there was no sign of Ben anywhere. "No." Twyla whispered, falling to her knees as the gun clattered to the ground.

He was gone. In his duty to do what right, Badaboom had given his life for billions of innocent monsters and people, to save them from a mad man hellbent on righting wrongs the wrong way. There wasn't a single trace left of him, nothing but black and lavender shrapnel that lay like scattered poker chips during a brawl at a casino. She felt tears start to form in the corners of her eyes as she screamed at the top of her lungs, smashing her fists into Seth's stone chest as if she had the strength to fully break him in half. She never got the chance to tell Badaboom how she felt about him, how she wished everything in the letter she had received could be true, how she loved him. And now, she would never be able to tell him.

"You okay?"

"N-no." Twyla sniffed, wiping her eyes upon hearing the voice. "I just lost the love of my life."

"Aw, I didn't know you cared." the voice teased jokingly.

Twyla whirled around with watery eyes to see Badaboom standing over her with a cocky grin on his face and gun-like arms crossed over his chest, completely intact and devoid of any injury. "H-how?" Twyla asked as the Omnitrix timed out and immersed the Bombardian in a flash of bright green light while returning Ben to the world.

"It turns out that Badaboom's species can reform after blowing themselves up." Ben grinned sheepishly. "Too bad I found that out the har-" Ben never got to finish his sentence as Twyla threw her arms around him and took his lips in hers, hugging him tight and never letting him go as she squeezed him; it was a few minutes before she felt Ben's arms slither around her waist, returning the friendly gesture. Ben felt a slight sensation at the end of lips. After a few seconds of confusion, he realized it was the very tip of Twyla's tongue, tentatively asking for permission to enter, as if afraid Ben would bite her tongue and rip it out of her mouth if she showed even the slightest bit of control or confidence. Ben mentally smiled and opened his mouth, letting Twyla's small and shy tongue creep over his lips and teeth, exploring until her tongue met his own. Immediately, both of their organs fought a short battle, deepening their soul kiss for a few more seconds before the lovers parted ways to gasp for air. Twyla's face was as red as a tomato as she rested her head on Ben's strong chest, Ben smiling down on her and giving a final kiss to her forehead.

"Thanks. For everyone." Twyla sighed happily.

"No problem," Ben grinned. "Now we just need to find out where this psycho hid the rest of the Boogie Sand so we can turn the Normies back to normal." he said, glancing down at Seth.

* * *

"Next!"

Ben had to admit: Lilith was really good at convincing people, even if she was now a monster. Then again, refusing to hand over the antidote for being turned into a monster was a pretty good way to get practically anything you wanted, especially when the victims desperately wanted to stop being looked at like they were worse than dirt. And, while Ben was not about to admit it anytime soon, Seth seemed to have least driven part of his point across to the Normies; or at least, a small group of them as they all patiently waited in a line in front of Lilith while casting sympathetic looks at Ben, Twyla, and Liltih as they stood in front of the smoldering remains of the apartment.

"You're pretty good at talking to people." Ben smiled as he came up to Lilith.

"It's not really that hard to do once you understand what people want," Lilith grinned as she poured a small amount of Normie Sand into a centaur's hand and sent them on their merry way as they were engulfed in a cloud of pink dust and were returned to their original form.

"Still," Ben shrugged. "Either way, I think we made some progress here today. We might not have changed the entire population's view on monsters, we at least opened the eyes of a small few."

"And I plan to do much more," Lilith added as she poured another small amount of sand into a skeleton's bony fingers. "I know you and the ghouls have forgiven me for my past mistakes, but I want to make sure I fully pay for them and make the monster community see me for my true self by changing Normie views on monsters. And maybe even helping smooth out the edges of monster rivalries as well." she added.

"You might want to wait on that last one," Ben winced. "I think the school's still a little ticked off about Van Hellscream."

"Understandable," Lilith shrugged as she poured the last needed sand into the talons of a harpy. "Well, we're all done here."

"Not quite," Twyla stopped her. "We still have one Normie to change."

"Who?" Lilith raised an eyebrow.

"You." Ben said with a slight frown. "It's been little over a week, Lilith. The transformation should have worn off by now."

"Come on," Twyla urged the Jersey Devil. "You've earned it. Especially since you helped me locate the rest of the Boogie Sand while the Omnitrix was in recharge mode."

"Who'd have thunk Seth would be foolish enough to hide it in his bathroom cabinet." Ben grinned.

Lilith didn't hear them speak. She was too busy starring at the last amount of pink sand in the jar between her fingers. The sand seemed to beckon to her, tempting her to use it and change back into her Normie self. She could go back to living her normal life, go back to a normal school, and maybe get a normal job and grow up to have a normal family. But she didn't want normal. She couldn't believe she was saying it, but she loved the feeling of not being normal, of never having any day ever be the same, to always feel the rush of adventure and excitement flowing through her veins. She didn't want to be normal again, she didn't want to simply be boring old Lilith anymore.

She wanted to be freaky. She wanted to be fabulous. She wanted to be a monster. But what she wanted most of all, was Ben.

"Thanks for the offer, but I think I'll have to decline," Lilith said with a smile, shoving the jar into Twyla's hands as the Boogie Girl and Ben gave her startled looks. "I don't want to be normal. I've found that I already have everything I could ever want now. Adventure, friends, family. I never want to be normal again." she smiled, pulling Ben into a hug.

"If only all Normies could be persuaded like this." Ben joked, hugging Lilith back and kissing on the forehead as Twyla shrugged and wrapped the both of them in her arms, squeezing the both of them to the best of her abilities. After what seemed to be an eternity, two wandering hearts had finally found happiness.

**And there we go!**

**For those of you who have played GTA V, the three car thieves in the beginning are named after the three main characters of the video game.**

**Also, I do not own Badaboom. He was created by the ever talented on _Norcinu _Deviantart, though _kjmarch _did a wonderful redraw of him. Check out the picture sometime! It's awesome!**

**As always, comment, review, suggest, and request down below!  
**

**Hasta Luego!**


	46. The Howlidays with Hades

**And here we are again!**

**Now, I have been getting a few negative comments about ch. 44, and to be honest, I am not bothered in it by the least. Okay, that's a lie; it does sting a little, but keep in mind that this is the first thing like that in my entire life, so I had to get pretty creative. A rather hurtful comment was posted by an anonymous reader who will no longer be reading my story; the review has since been removed, but it still stings a tad. I know I probably should have seen this coming from a few people, but I gave incredibly clear warnings for this kind of thing. Plus, I have a hard time writing a chapter if it doesn't have at least one alien transformation in it. So because o the negative reviews I have been getting, I will be having a poll up on my profile: should I get rid of ch. 44 or leave it up for future readers to read and/or be scarred by?**

**Anyways, as of now there are two chapters left of Ben's time in the Monster world before he is sent back home; this however, is not the end of the story, as the ghouls will be going with him, too.**

**And for the last time, there will be a sequel!**

**As always, comment, review, suggest, and request down below!**

**Onwards!**

Avea clopped up to her coffin-shaped locker, spinning the combo and then pushing up on the handle to open the door to her private sanctuary during the school hours. She reached into her saddle bag and pulled out her Biteology and Dragonomic textbooks, setting them on the top shelf as her eyes traced over the small treasures she had gathered over her time at Monster High; a photo of Bonita, Sirena, Neighthan, and herself on the front steps of the school; a picture of her easily winning a race in track meet against Granite City High; yet another photo of her attempting and utterly failing to ice skate (having four legs was not ideal when it came to skating on ice).

Her eyes lingered over one memory that was hidden under two of those photos; the letter her future self had written for her to read. Avea found it hard to believe that she had been so immersed in her work that she had started to neglect her own health, but the photo that had been taped to the back of the paper was more than enough to convince her that things needed to change. But, and she couldn't believe she was saying this, Ben moved too fast for her to keep up with; literally every time she summoned enough courage to try and get it over with, to ask him out on a simple date, he would always be summoned by the police and run, fly, or teleport away before she could get a word in edgewise.

Her point was proven further when the sound of heavy hooves pounding the floor caught her attention and glanced over her shoulder just in time to see Phobos come galloping past, giving her a quick two-fingered salute before he scrambled around the corner and out of sight. Avea decided enough was enough as she slammed her locker such and reared back onto her hind legs before giving chase after the Varjoain, folding her wings in tight against her body so she would not receive any drag. She narrowed her eyes as she started to catch up to Phobos, actually starting to wonder how she could possible subdue or at least get his attention; it wasn't like it was easy to tackle someone when the lower half of your body belonged to a horse. Her options then suddenly got all the more limited when she saw Phobos dive into a shadow created by an open classroom door and reappear out of another shadow farther down the hall.

"Of course." Avea cursed under her breath as she pushed herself even harder to try and catch up, skidding around a corner and nearly crashing into the wall as her hooves feverishly struggled to try and dig into the short carpeting as she managed to regain her footing and pick up speed once more. Sweat dripped down her face as she pushed herself to the limit, racing down the hallway with her sights only set on the backside of Phobos so much that she was oblivious to all outside distractions.

This unfortunately included the door she crashed into when Phobos suddenly took a sharp left and came a screech halt.

One second she was on her hooves and chasing down the hall after the elusive Varjoain, the next she was down on the floor, delirious and with a small amount of blood dripping from her nose as she struggled to see straight through her pounding skull.

"Are you okay?"

She blinked and rolled her head skyward to see Phobos standing over her, his bright green eyes quirked up into a concerned look; nothing else was visible underneath the helmet that sat on his head.

"Not really." she groaned as she rolled onto her belly and shifted her legs back and forth to work her way up to a standing position as she flexed her wings to make sure they weren't broken and held her bloody nose.

"Why were you running so fast?" Phobos asked, his tail flicking back and forth as if to shoo away invisible flies and mosquitoes.

"Try to catch you." Avea replied, sniffing slightly.

"Why?" Phobos as an ever familiar beeping sound met his ears and the Omnitrix timed out, engulfing the Varjoain in a bright light and reverting him back to Ben.

"I wanted to ask you something." Avea groaned, wincing at her throbbing head; running head first into a door at high speeds hurt a lot more than she thought it would.

"What?" Ben asked, leaning against a roar of lockers.

"I wanted to know if . . . ghoul this hurts," she hissed, holding her aching head. Ben cautiously reached out to her with a hand and looping under her arm and around her back, supporting part of her weight as she stumbled; Avea had no idea hitting a door hurt this much. She relaxed slightly as Ben started to walk her down the hall, staying silent and unwavering as he led her towards the Nurse's Office, firmly supporting her weight on his shoulders.

"Thanks." Avea hissed, rubbing her aching her skull. "Ghoul, that hurt."

"It probably did." Ben agreed. "Why were chasing me anyways? You never told me." he asked as they rounded a corner and walked into the Nurse's Office.

"What sssssseems to be the trouble?" the Naga hissed, her tongue flickering out past her lips as she slithered off of her office chair and over to the pair.

"She ran head first into a door." Ben explained, shifting Avea's weight a little.

"Hmm. A bloody nossssssse, huh? Sssssssimple enough." the nurse shrugged, slithering away from Avea and Ben to grab a tissue and some bandages; Avea held still, pressing the tissue to her nose as the nurse reared up on her coils and bandaged a nasty bruise on her head, finishing within seconds and sending the two of them on their way.

"Why were you racing after me again?" Ben repeated once they were out of earshot of the Nurse's Office.

"I wanted to ask you something." Avea told him.

"What?"

"Would you go out with me?" Avea asked, her pulse racing slightly as her wings shifted a bit.

"Sure," Ben smiled. "Any particular place in mind?" he asked.

"Well, I was thinking-" Avea started before a bright, lavender light suddenly filled the hallway, blinding the two of them before the flare slowly died down to reveal a large figure standing in the hallway over them, a pleasant smile on her face. She stood perhaps twelve to fifteen feet tall and had flawless, ivory pale skin with bright purple eyes that flickered like candles. Her long, indigo locks wavered and crackled like a campfire, thin trails of smoke curling up from her scalp as she crossed her pale, arms over her well developed chest and curled her thin fingers over her wrists; she wore a simplistic purple robe with lavender trimmings, her feet invisible underneath and her black lips curled upwards into a kind smile.

"So nice to see you again, Ben." the tall woman smiled.

"The feeling's mutual, Lady Persephone." Ben grinned back, bowing slightly.

"Wait, wait, wait. _Lady Persephone_?" Avea's eyes widened. "As in, the wife of Lord Hades?"

"Unfortunately," Persephone sighed. "Between you and me, the guy's annoying as . . . well, you know."

"I-it's an honor to meet you!" Avea exclaimed quickly, bending her forelegs and bowing down to the ground.

"Oh, please, none of that," Persephone sighed, waving a hand. "I get enough of that with the gazillions of souls in the Underworld; and don't even get me started on Hades's ego."

"Lady Persephone, not that I'm not glad to see you but, how do you remember me?" Ben asked. "I only ever met you when I traveled fifty years into an apocalyptic future ruled by Zs'Skayr."

"True," Persephone nodded, leaning against and dwarfing a row of lockers as she slid down the wall a little, as if tired. "But a strange man that went by the name of Paradox arrived in my husband's domain and informed me that I had lost something and 'that it was dire I get it back'." the goddess quoted. "Strangest thing is that no matter how many times Hades's tried to claim his soul for trespassing into his domain, he couldn't."

"That's Paradox for ya," Ben shook his head with a smile. "Immortal and cryptic at the same time."

"This Paradox is a god?" Persephone's eyes widened.

"No," Ben shook his head again. "He's just a guy who messed with time and ended up living forever with near control over the very thing that made him deathless." Ben explained.

"You come from a very strange dimension, Benjamin," Persephone smiled before returning to the subject at hand. "Anyways, I had absolutely no idea what he was talking about, so he told me to search through the memories of Ben Tennyson. Of course, I had a little help from little help from Aunt Hera." she mused.

"And did you find what you were looking for?" Ben asked, Avea feeling very awkward at the moment.

"Yes," Persephone sighed unhappily. "Hailey Hydra. Oh, how I loved her so."

"Who?" Avea wondered.

"Little Hydra girl with three heads, each with a different personality." Ben summed up.

"According to your memories, she and I shared some wonderful mother/daughter times. Unfortunately, I couldn't go very deep into them, considering you only ever saw us twice." Persephone sighed before she suddenly seemed to remember something. "On a side note, thank you for bringing Hades's ego down a few notches; for once in his immortal life, he's been quiet after I showed him his champions being defeated over and over by you. He was especially irked about when you attacked him." she added with a smile.

"You attacked a god!? AND LIVED!?" Avea exclaimed loudly.

"I've done a lot of things," Ben shrugged. "Beating up a god is only number three on the list of my accomplishments."

"What are you talking about?" Avea asked with disbelief.

"I believe he is talking about the time he recreated his universe as Alien X, and both times he helped create a universe; his own and this one." Persephone exclaimed.

Avea was at a complete loss for words as Ben and Persephone returned to their conversation. "So, what exactly are you here for? Because you're asking for my help to kidnap Hailey, I'm not doing it." Ben declared firmly.

"Relax," Persephone laughed. "Kidnapping may be a habit of some gods, but that is not my style. I actually came here for you."

"Why me?" Ben wondered. "Do you want me to take Hades's ego down a few more notches. Because I'd be more than happy to."

"The offer is tempting, but I must decline for the moment," Persephone shrugged, her expression becoming flustered as she talked. "I-I actually came to ask if I could . . . adopt you?" she winced slightly; asking someone as powerful as a god themselves, even if they were mortal, was a risky situation, especially since mortals seemed to have worse tempers than most immortals.

"Why me?" Ben repeated, remaining unusually calm despite the situation.

"Why not you?" Persephone asked. "You're a wonderful child, and I know your mother is very lucky to have child as brave and as courageous as you. Arguably, your intelligence and sense of hygiene is laughable at best, but your good qualities far out way your negative ones."

"I . . . I'm honored. I really am," Ben began. "But, I already have a mom back home."

"It will only be until you are able to return to your own dimension," Persephone explained, though it sounded a little like pleading. "You would be able to live your normal life as you would as long as you came to visit me in the Underworld. And as an added bonus, you would be able to enter my husband's domain with consequence, should I ever require your services."

Ben cocked an eyebrow, but thought it over; he loved his mom dearly, and she had pretty much let him have free rein over his life as long as what he did was both legal and reasonable. Even when she had first discovered his secret life and banned him saving the world for a short time, she had only been doing it because she loved him and didn't want to see him get hurt. And Persephone did have a point: it wasn't like his mom would know where he was or what was happening. And exactly how many mortals were offered the chance to become the adopted child of an immortal deity?

"Alright. I accept." Ben surrendered; he was immediately scooped up into a bone crushing hug by Persephone as she nuzzled him roughly, his face turning a light shade of lavender until Persephone noticed that Avea was trying to alert her of the problem by kicking her in the shins with her hooves.

"Sorry," the goddess apologized as she set Ben back down on the floor and shrank down to the height of an average woman. "I'm just so excited! My mother would love to meet you!"

"If she's as happy as you are, I might have to run away," Ben joked as the color returned to his face. "Mom." he added with a smile; Persephone squealed happily and hugged him again, though less forceful than before until it seemed she remembered something. "I guess this makes that Vondergeist girl your sister in a sense." she realized.

"Lalalalalalalalalala! I can't hear you!" Ben cried, jamming his fingers into his ears as he started to sing his theme song as loud and as off key as possible to try and wipe the horrifying piece of information from his memory while Persephone laughed and Avea couldn't help but smile. The moment however, was ruined when the lights overhead suddenly flickered on and then off, as if struggling with some invisible force before they surrendered and died, darkness enveloping the hallway and the surrouding ones as well.

"What's going on?" Avea asked nervously.

"I was afraid of this," Persephone sighed. "He's coming."

"Who's coming?" Avea asked before the floor in front of them suddenly burst into flame, the fire expanding in size before dying down to reveal a tall figure about a foot taller than Persephone. His face was pale and angular, his dark eyes flickering like hot coals as he set them upon Persephone and Ben. His dark blue hair wavered and shimmered like fire, thick, black smoke curling away from his head as he glowered at the small group within his black and gray robes.

"Name's Hades, Lord of the Dead. Hi, how ya doin'?" he introduced himself to the trio. "And what's this, an intimate get-together with my most hated enemy and my wife? How's that for an awkward twist?"

"Relax, dear husband," Persephone rolled her eyes. "I wouldn't _dream _of leaving you for some scuzzy mortal."

"Oh, really? Because, word of warning, five bucks says ya might." the Lord of the Underworld grumbled.

"Who are you with your tight lips and flaming hair to judge Lady Persephone and Ben?" Avea snapped angrily.

"What have ya got, cotton in your ears, kid? Uh, hello? Hades, Lord of the Dead here!" the god snarked. "And word of warning, ya _might _want to dial back on the attitude, kid." Hades snarled, his flaming hair growing bigger and hotter as he glared at Avea.

"Hades, back away from my son's ghoulfriend." Persephone narrowed her eyes.

The Lord of the Dead suddenly went slack jaw. "You mean to tell me you adopted this little scuzz ball!?" he cried, jabbing a bony finger at Ben. "Because I think you forgot one teensy, weensy, little, tiny detail: I OWN YOU!" Hades roared, growing to an enormous height to glare down his wife as his cool, blue hair turned into a raging inferno.

"Easy Death Breath. Back away from my mom." Ben warned him, activating the Omnitrix and cycling through the roster.

"Oh, it's this kid again." Hades griped, pinching his brow. "Look, I don't care what kind of sick freaks ya got in that watch of yours, but-" Hades interrupted by a flash of bright light as Ben slammed his hand down on the activation button and felt the changes begin. Ben's arms swelled as his veins popped out, alien blood coursing through them as muscles piled themselves on top of each other. His legs became muscled as he stretched upward, growing taller and taller until he was a good six feet taller than Ghoulia. Fur began to sprout all over his body, turning white on his chest, gut, hands, and feet, turning orange everywhere else. A few black stripes stretched across his broad back and shoulder, a handful of whiskers sprouting on his face. His eyebrows turned black and became longer as they grew up and off his head. His jaw jutted out as his teeth became sharper. His hands became larger and muscled as a single, black claw grew out of his wrist. The final piece of the transformation was the appearance of a green and black luchador outfit and belt with the Omnitrix on it.

"Lemme tell ya somethin' Hades, Lord of the Underworld and Dead and Husband of Lady Persephone, who also happens to technically be my Dad! Rath will not sit back and let you insult his mom, even though Rath is not sitting down!" the Appoplexian roared angrily.

"Oh, great. It's this knucklehead again." Hades grumbled, smacking his face with exasperation.

"HEY! Rath is the one that comes up with the nicknames, Hades, Lord of the Underworld and Dead and Husband of Lady Persephone who also happens to technically be my Dad!" Rath bellowed.

"Look, why don't the two of you go off somewhere and do whatever it is little kids like you do. Go swing on a swing set, chase fireflies through the fields, or play with your dolls or whatever. This is grown up stuff." Hades shooed Rath and Avea off, only to earn a knuckle sandwich to the face from Rath.

"Lemme tell ya somethin' Hades! Rath will not go swinging on a swing set, chase fireflies through the fields, or play with dolls! What Rath wants to do is kick your butt, just like he did last time!" the Appoplexian roared.

"Alright, alright! Fine!" Hades grumbled, massaging his aching face. "I'll make a deal with you, fuzz ball. You win against any of my three champions and I never bother you and my wife about this little thing. You lose, you never enter my domain and never speak to my wife again! So, do we have a deal?" the Lord of the Dead asked with a wicked grin.

"Lemme tell ya somethin' Hades! The last time Rath made a deal with you Rath lost, which is something that does not happen very often! But despite past events, Rath excepts your deal!"

"You can't be serious." Avea said with a deadpanned expression.

"It's Rath you're talking to," Persephone sighed. "There's no reasoning with him. And besides, Ben will probably kick Hades's' butt again. Or for the first time? Sphinx, Paradox wasn't kidding when he said time travel was confusing." Persephone mumbled to herself as the four of them were engulfed in bright flashes of light and transported away.

* * *

They were now in what Hades's had dubbed 'The Soul Reaper'. To put it simply, it was a large arena about the size of a small football stadium with a patch of solid rock for the playing field. Stands and bleachers rose up round the tight square, each seat packed with weary shades, impatient Furies and harpies, or other questionable creatures that looked nothing like the monsters that lived on the surface. Sitting smack in the middle of the stands, directly over where the 50 yard line might have been, was a special box where Lord Hades, Lady Persephone, and Avea all sat, watching the spectacle below them interest, indifference, or disgust.

"Ladies and Gentlemen, monsters and shades of all ages!" Hades shouted over a microphone that hung down from a disclosed location that nobody could even start to guess where it came from. "Have we got a battle for you tonight! For the first and third time this lovely evening, the reining and latest rookie Ben Tennyson!" Hades howled into the microphone; the audience, consisting of thousands of souls and various Underworld monsters, booed and hissed, stomping their hooves and claws as some of them threw bones over the side of the arena in an attempt to hit Ben.

"And in this corner, weighing in at roughly half a ton! The Son of Typhon! The Son of Echidna! It's the Chimeraaaaaaaa!" Hades roared into the microphone as the stadium cheered and the doors opposite of the arena and facing Ben burst open in a wave of fire as a large beast the size of an elephant burst out into the arena with a loud, guttural roar. The creature had the body of a large lion with a goat's head jammed on its right side next to its lion head. Drool dripped from the massive teeth as the tail, which was a long, scaly cobra, hissed and slithered through the air, curiously starring at Ben without blinking.

"Fire, huh? Time to fight with Water Hazard!" Ben quipped cockily as he turned on the Omnitrix and cycled through the roster before selecting the Orishan icon and slapping the activation button. His skin turned a bright yellow and became hard and plated. His fingers and thumb melted together into sharp points, his arms and legs becoming jointed as he was forced to use his arms as extra legs. His lips protruded out from his face and turned sideways as they became cupped pincers. His eyes turned black with green slits as a bony protrusion grew from his brow, splitting in two and becoming forked as Ben shrunk down to the floor, to the size of a small dog. A green and white neck brace formed around his chest, the Omnitrix appearing on his chest.

"What the- Ball Weevil? Sure, because little bugs with sticky balls can totally beat gigantic monsters that breath fire." the little bug grumbled sarcastically.

"Don't just stand there, Ben! Run!" Avea cried.

"Don't warn him! Where's the fun in seeing him live!?" Hades whined.

Ball Weevil glanced back at the Chimera and dove out of the way just in time to avoid a swipe of the beast's reptilian tail, dodging the venom tipped fangs and spitting out a small plasma ball to roll away on, gathering up material as he went.

"Ahh! Nice Chimera! Good Chimera! PLEASE DON'T EAT ME!" Ball Weevil wailed as he avoided several swipes of the monster's paws and horns, the goat head bleating madly as the lion head snarled and roared with anger. The two of them went around and around the arena in several circles, Hades's patience wearing away with every lap until Ball Weevil suddenly turned around and rushed at the Chimera, rolling his plasma ball underneath the Chimera's body and dodging the snake tail before rounding around on the beast again and sending his now massive sticky ball at the Chimera; the ball of goo detonated on contact, blasting the Chimera clear across the arena in a fiery, green blast.

"And that is how it's done." Ball Weevil sighed before rethinking the idea. "Why do I get the feeling I've said that before and instantly regretted it?" he wondered.

"Ben! Look out!" Avea cried.

"Seriously kid, stop ruining my fun! You are seriously starting to bore me!" Hades cried, his cool, blue hair turning a fiery red as Persephone narrowed her eyes at her husband, wondering if any of the gods would notice his disappearance if he went away for a few days. The idea was quickly scrapped as her attention was drawn upon Ball Weevil skittering away on his jointed legs like mad, racing up the wall of the pit as the Chimera charged after him, fire pouring out of its jaws in waves.

"Hope this doesn't bore ya!" Ball Weevil cried as he launched himself off the wall at the Chimera's face, jamming a leg onto the Omnitrix as the beast's jaws snapped shut around him; Ball Weevil could faintly hear Avea and Persephone's frightened screams and Hades's howls of victory from outside as an excessive amount of drool slathered over him while the Omnitrix activated and engulfed him a bright light. His frame stretched up about half of his original height as his face pushed forward and became a separate disk, the ends curving outwards and then up to firm a pair of horns tipped with small orbs as the rest of his head formed into a round trapezoid figure. Muscles piled themselves onto his arms as his skin hardened into a metallic-like surface with black rings around his arms and thighs with his wrists and ankles black against a dull, lavender shade. Ben's toes all fused together into a single digit as his fingers melted together into three digits that morphed into cubed claws. A triangular dorsal fin of sorts rose up from his back, tipped with a single orb as a green and white belt materialized around Ben's waist with the Omnitrix in the center, completing the transformation.

"I am not on the menu!" PorcuPain cried as he pushed his hands up on the roof of eh Chimera's mouth and slowly pried the beast's jaws open, much to the delight of of the girls and the absolute fury of Hades.

"WHAAAAAAAAAAAAAT!?" the Lord of Underworld howled, his body becoming a mini firestorm as the Espigilagisapien jumped out from the Chimera's jaws before they snapped shut on him, scurrying a good distance away before hissing loudly and arching his back, firing off a couple quills at the Chimera; the majority of them harmlessly bounced off of the beast's tough hide, but a a few managed to hit their mark inside of the Chimera's mouth, sinking into its vulnerable gums and tongue when he bellowed in defiance. However, just because PorcuPain had hit his mark, didn't mean he was safe; it would take a while for poison tipped quills to fully take affect, and the more the Chimera moved about, the faster the toxins flowed through its body. All PorcuPain had to do was keep it moving.

"Try to keep up, bub!" PorcuPain hissed as he slapped the Omnitrix on his chest and was engulfed in a flash of bright light. His skin turned black and blue, forming racing stripes and sharp arrows as sharp spikes popped out of his slightly more muscled arms. Two large horns that formed a sort of mask sprouted from his face, curving backwards to finish off the transformation as a belt formed around his waist with the Omnitrix on it.

"Can't catch me!" Fasttrack teased as he quickly zipped under the Chimera's legs and leaped into the air, bouncing off of the snake's head before coming back down and racing away with the angry Chimera after him, blasting fire as it ran.

"I can't believe it! I order a simple, brutal mauling and all I get is a circus act!" Hades griped as Fasttrack raced around and around the arena, easily outrunning the Chimera and even overlapping it a few times before the Citrakayah reversed direction and began the chase all over again, shouting teasing comments and throwing taunting gestures at the Chimera as it started to slow down; the venom was finally starting to take effect. "And now to finish the job!" Fasttrack quipped as the blades on his arms grew larger and sharper. He then assumed a pitcher's stance before taking off in a black and blue blur, racing across the stone covered ground of the arena at the Chimera, his arms pumping furiously as he ran right past it and then hung a sharp right, running around and around in a tight circle as he swiped his arms across the Chimera's body on all sides, driving his blades deeper into previous cuts to worsen the wounds against the beast's tough hide as he howled and bellowed with pain. The Chimera suddenly stumbled on one of its legs, falling forward so that the right side of its face was smashed into the rock floor of the arena; the adjacent left hind leg felt the next before the other hind leg came down, the serpent tail angrily swiping repeatedly at Fasttrack in the hopes if biting him.

It was all for naught as PorcuPain's quills finally started to take affect as the last leg dropped the beast to the ground, sending it into a deep sleep right then and there in the arena.

"Tennyson: 1, Hades: 0!" Fasttrack cheered as the Omnitrix timed out and returned Ben back to his human form.

"Something tells me this will be the start if many failures for you, husband." Persephone grinned happily as she watched Ben appeal to his growing fan base, the shades and monsters impressed with Ben's skill. Hades however, was anything but impressed. So what if the kid had a fancy watch that could turn him into super powered creatures that could rival the gods themselves? No mortal should ever have that kind of power, and yet this scrawny, eighteen year old boy had perhaps the most powerful weapon in all of creation strapped to his wrist like it was a toy! If he lost to a mortal of beings, the rest of the gods would never let him hear the end of it! He would be the laughing stock of the Underworld and Olympus for all eternity!

"Time to turn the tables," Hades growled under his breath as he rose up from his throne and summoned the mysterious microphone into his bony fingers. "Now for round two, Ladies and Gentleman! What you are about to witness is something never seen before in The Soul Reaper!" he announced as several hidden holes in the arena wall that Ben had never noticed before opened up, water cascading down the walls and to the ground, pooling together in the shallow pits before molding together into larger puddles that became small ponds, large lakes, and then one big ocean as the entire arena filled up to the near brim, leaving a good three feet of dry wall before the water would have spilled over into the stands. "Up next we have the Daughter of Phorcys and Keto! Ally of the massive whirlpool Charybdis! Give it up for Scyllaaaaaaa!" Hades howled into the microphone as the audience cheered.

Ben gulped as a large section of the water in front of him started to bubble and broil before it suddenly exploded, sending water high into the air before it came crashing back down in a rainstorm as something started to rise from the depths. At first, the creature look like nothing more than a young maiden with raven black hair, sea green eyes, pale skin, and a tight bikini top to cover herself with. But then thing got stranger and much more frightening as the girl rose higher and higher from the water, everything from the waist down completely beyond strange; a dozen wolves heads sprouted from her waist, their many jaws snapping as drool dripped from their fangs, their eyes filled with raw fury and savagery; the girl's legs were nonexistent, replaced with scaly tentacles that writhed and thrashed to keep Scylla afloat.

"So this is my opponent?" Scylla hissed, revealing a pair of sharp fangs and a snake-like tongue. "Handsome little fellow. Too bad I will have to eat you."

"Yeah. Not gonna happen." Ben frowned as he turned to the Omnitrix and cycled through the holographic ring before selecting the alien he desired and pressing down on the activation button, not wanting to end up in a body that didn't work well in water, such as NRG or Humungousaur. Scales raced up his arms and legs as they swelled, muscles building and bones strengthening. His fingers became clawed and webbed as the scales raced to cover the rest of him. Three slits appeared on either side of his neck and puffed open and shut as they sucked in air. A thin sheen of slime covered the scales as his hair disappeared into his scalp. Veins throbbed and pulsed as alien blood pumped through them and into his ever changing organs. His forehead to pulse and swell, like there was giant zit that was about to explode. And explode it did; a thin, green wire popped out of his forehead and hung in front of his face as the end began to glow and eerie color. His jaw swelled bulged and bucked until several rows of razor sharp teeth popped out and curved themselves over his lips. His eyes became that of a deep sea creature as two sharp fins rose from his back, completing the transformation.

"It seems I am having sushi tonight." Scylla licked her lips hungrily.

"Yeah, but seafood's off the menu!" Ripjaws snarled as he quickly dove underneath the water and out of sight. Scylla narrowed her eyes, trying to peer through the water below, to pinpoint her opponent before he struck; the wolves that surrounded her halted in their yipping and snarls in an attempt to sniff the Piscciss Volann out,but the water perfectly hid his scent. Scylla felt a sudden spike of pain in one of her tentacles as the water started to turn crimson with blood. Her blood. Her eyes widened with shock when Ripjaws crested high out of the water with a piece of one of her tentacles between his steel-bending jaws and a deep smirk on his face as he came back into the water.

"AGH! Die!" Scylla hissed, whipping her tentacles through the water. Ripjaws grimaced at the tangled nest of tentacles as he twisted and turned his body through the water, pumping his tail to out maneuver one of them and ending up biting through another tentacle and spitting it out to avoid the first. A stray tendril came out of nowhere and caught him in the gut, pushing him out of the water and up to Scylla's eye level as he hung on, water cascading down into the pool below.

"Is that the best you can do?" the sea monster asked, the rest of her tentacles rising out of the water. There then came a frightening cracking sound as the tips suddenly swelled, as if stung by bees, before lengthening out into long, reptilian snouts that split open into separate jaws while four, blood red eyes formed on each head; three rows of gleaming, white teeth grew out from the jaws, an excessive amount of blood stained saliva dripping from them hungrily.

"Probably not." Ripjaws shrugged before pulling back his head and opening his jaws as wide as possible, sinking his teeth into the scaly flesh of Scylla's tendril and severing the limb completely, falling back into the water with a splash!

"As much as I don't like the kid, he's got skill." Hades admitted grimly as he watched Ripjaws bite clean through two more tentacles, cutting their numbers in half he lunged at one of the wolf heads around Scylla's waist and messily tore it free in a spout of blood, Scylla screaming bloody murder as the water turned bright red. The Piscciss Volann leaped out of the water again, aiming right at Scylla's face with his jaws wide open and tackling her back into the water as she screamed with fury; the sea monster's fanged tentacles thrashed about and dove into the churning mess to swipe bites at Ripjaws as he and Scylla battled it out.

"AAAAHHH!" Scylla screamed at the top of her lungs as Ripjaws ripped another tentacle free from her body , his claws driving into her arm and leaving thick, red lines on her pale skin. "Get off of me, sea scum!" she hissed, one of her fanged tentacles managing to sink its teeth into his tail fin and tear him away from her, dangling him above the water and bringing her up to Scylla's eye level. "You," she hissed. "I will enjoy feasting on your flesh with butter, lemon, and tartar sauce!"

"Once again, not on the menu." Ripjaws glared as he slapped the Omnitrix on his belt and was engulfed in a bright, green light.

His bones became lighter, hollow actually, his arms stretched out a little bit. He was forced to hunch over slightly as his skin turned blood red in color and six slits formed in his flesh where his ribs would be. His fingers fused together into three long claws. His toes morphed together into two talons as his heel ground against his foot and formed a third toe jutting out behind him, his mouth widening across his face. His eyebrows hardened into yellow crests that looked like a pair of devil's horns as they grew upwards above his green eyes. A tail sprouted from the base of his spine as a thin, yellow membrane formed from his wrists to his waist. A pair of black briefs and a green strap vest materialized on his body, the Omnitrix appearing on the vest's hooker.

"Eat hot neuroshock!" Jetray cried as he shot twin beams of sharp, green energy out of his eyes and struck Scylla in the face; the sea monster screamed again as her head lolled to her side and her grip on the Aerophibian slipped. Jetray dove down into the water before smoothly coming back out with his wings spread eagle and allowing him to soar high above the arena, firing more neuroshock beams from his eyes and tail as Scylla thrashed about.

"C'mon, Ben! Jetray's not gonna cut it! Finish her!" Avea cheered from the stands.

"Do not make me gag you!" Hades snarled before Persephone slapped him upside the head and pretended to look innocent and interested in the battle below when he whirled back around on her.

With several of her tentacles lying limp in the water and only a few of her wolf heads at her beck and call, Scylla was desperate as she raised the last three mobile tentacles into their air as Jetray flew over her, the first two heads snapping shut mere inches behind him when the Aerophibian flew by; the third one however, managed to hit its mark and snagged the end of Jetray's tail dragging him down into the depths of the water where it quickly curled around him and began to constrict, slowly crushing the Aerophibian's skeleton and organs. "Gah! Can't . . . breath!" he gasped.

"That's the idea!" Scylla snarled before she cried out in pain as Jetray savagely sank his teeth into the scaly tendril and fired off another beam of neuroshock before swooping up high into the air and out of her reach.

"Time to end this!" he muttered to himself as he slapped the Omnitrix on his vest hooker and was engulfed in a bright, green light. His skin hardened into a thick exoskeleton, becoming jointed and plated as it turned green. His wrists bloated to the size of basketballs, his fingers reduced to black claws as the blubber from his hands traveled up the length of his arms, expanding and growing and swelling to massive proportions on his shoulders. His belly suddenly exploded outwards, and it would have been funny had he not had bullets shooting straight at him. His legs became short and stubby, his toes becoming bony and sharp, reduced to claws like his fingers had been. Hard plating began to pile itself up on his shoulders and his expanding hips, his entire back becoming covered in the durable armor that could withstand almost anything. His head became round like a beach ball before muscles and skin melted his face into his chest, his neck disappearing altogether. Black stripes and coloring formed over his pure white body, the armor turning yellowing as it formed on the back of his hands and shoulders. The final transformations were the sudden flexibility of his spine and the addition of the Omnitrix on his chest, a little ways below his wide mouth.

"Cannonball!" Cannonbolt bellowed as he curled himself up into a gigantic sphere and plunged down towards the multi-limbed monster below him, falling like a gigantic wrecking ball of death.

"AAAAAAAAAGHHHHHHH!" Scylla screamed as Cannonbolt smashed into her vulnerable head, the both of them sinking beneath the waves in a tremendous splash that crashed over the edges of the stadium and into the stands; Avea and the two gods were fine however as the water rippled and waved for what seemed forever, down a dark, almost brown color that shimmered with a gold dust. Avea bit her lip and squinted her eyes to try and see through the murky water, worried about whether Cannonbolt was alright or not; after all, he wasn't exactly built to swim.

"Ah!" Cannonbolt gasped as he finally resurfaced after what seemed an eternity. "Blah! Does anybody have a mint? I can't get the taste of Scylla off of my tongue!" the Arburian Pelarota complained as the bloody water started to drain away, quickly emptying the arena and leaving a noxious smell in the air as the Omnitrix timed out and returned Ben to the world.

"Two champions down, Hades." Persephone grinned. "One more, and I win."

"I KNOW! I know, I know, I get the concept." Hades roared, his body exploding into flames before he quickly calmed himself down to his cool blue color. He angrily drummed his bony fingers on the arm of his seat, studying the annoying teenager before him as he waved and appealed to the crowd; his popularity had soared after his triumph over Scylla, a task very few had managed to accomplish. But Hades was not in the slightest bit happy with him. He wanted, no, needed to crush this annoying scuzzball before his reputation came crashing down and his immortal life was ruined. If he lost, he couldn't dare show his face on Olympus ever again and, worse yet, his brothers and wife would never let him hear the end of it. With one last trick up his sleeve, he rose from his seat and beckoned for the magic microphone, drawing it near his lips as he sucked in a breath to speak.

"Well wasn't that amazing folks?" he asked with a false voice. "But never fear, Hades is here to make things interesting! For our last fight we have someone so powerful, so frightful, so diabolically evil, that I am literally shaking in my boots right now! Seriously folks, I am absolutely terrified of this guy, and that is really saying something. For tonight's final fight, I give you the Lord of Time, the King Cannibal, and My Own Father! Give it up for Lord Cronuuuuuuuuuus!" Hades howled. The entire arena trembled and shook as the audience roared with applause; the doors on the opposite side of the arena banged open before a lone figure calmly walked out into the pit, a large scythe in his hand. Ben however, instantly recognized the person.

"Seth?" Ben's eyebrows shot up into his hairline as he recognized the dark hazel eyes, light brown hair with orange streaks, and the ever familiar scar over his left eye.

"He may look like that monster kid you knew kid, but he ain't Mormel no more," Hades grinned. "He has become the willing host of my dear ol' dad! And in the most likely event that you lose, he will then wage war on the Normie mortals and reclaim the world for the monsters which, if you ask me, is an idea I can get behind. I wish I thought of it!" he laughed with glee before Persephone slapped him upside the head again.

"Son, you insult me with this pathetic mortal." Seth spoke in a deep, timeless voice that sounded like the cosmos's themselves were speaking.

"Don't underestimate him, Pops." Hades grumbled. "He is seriously starting to get on my nerves."

"Big mistake, Hades," Ben frowned as he turned on the Omnitrix and slapped the activation button without looking. "Way Big!" His skin became hard as rock, but it seemed tougher than that, more stable. It became cold to the touch the metal plating raced to cover his arms and transform his fingers into metallic fingers. He felt all of his organs simply vanish, as if they had never been there before. For a split second, Ben thought he was going to die, until he felt something else take their place. Things that were rounded and notched around the ends as they began to steadily turn against each other, making a steady ticking sound. The metal plating soon covered his whole body as he felt his face become more square like. A thick protrusion sprouted from his head as the Omnitrix symbol appeared on a glass window that showed his insides turning against each other.

"Or Clockwork." the Chronosapien sighed. "Clockwork is good too."

"As impressive as it is for a mortal to be able to transform at will, you are still no match for me." Cronus boomed as his eyes flashed a brilliant gold in color; several of the monsters in the stands started to howl in misery as they began to age before Clockwork's eyes, their hair and feathers growing gray and old, wilting like dying plants as their eyes before soft and faint, their skin becoming wrinkled and pale, their veins more visible than before as a few suddenly collapsed and died, some of them just barely holding onto life as Cronus continued to speed up their lives. But he was not trying to attack random monsters, no, he was trying to age the living bell standing before him, eager to see his metal hide rust and crack.

"Why do you not wilt like the others?" Cronus wondered, bending down so that he could hear the Chronosapien's answer. "I must know how you are able to defy me when you are nothing but a shape-shifting mortal!"

"It is the alien I currently am," Clockwork replied with a hint of amusement in his voice. "I have complete control over the time stream and am thusly immune to your fruitless attempts."

"Then I will just have to cut you down to size!" Cronus snarled, lunging forward with his large, curved scythe above his head; as if to add insult to injury, Hades had somehow managed to procure the very scythe that Zs'Skayr used as a weapon. This only made Clockwork all the more angry as he quickly raised a metal arm and blocked the swing of the blade at his head, skidding back a few feet as the sound of a hollow bell rang through his body. The Chronosapien took the chance and drew back his fist, socking Cronus in the gut, wincing slightly when he heard a sickening squishing sound in Seth's body when he fell to the ground.

"Clockwork will not be useful for much longer." the Chronosapien mused. "i just hope I have enough juice left." he mumbled as he slapped the Omnitrix on his chest and was engulfed in the ever familiar green light. His fingers quickly fused together into razor sharp points as his wrists and arms became wider and harder, like semi-flattened blades. A small, pentagon-shaped notch appeared in the inside of his arm just before the joint, a sharp blade popping out at the elbow. His skin turned a tough red, the points and blades turning a bright white as black lines etched themselves across Ben's arms. His arms became thinner the rest of the way up as muscles piled themselves into the shoulders and chest region. His feet morphed into sharp points similar to his hands, sharp blades popping out on his knee caps as more black lines appeared on his body. His face split into three, rounded horns, each of his two now entirely green eyes sitting on a horn as the Omnitrix appeared between them on the third. The final piece of the transformation was the addition of a pair of black briefs, green and white belt, a green strap vest and a pair of green shoulder pads.

"Razredge? Eh, why not?" the Parae Cortarix shrugged before he blocked another swing of Cronus's blade before he zipped away in a black and red dash, leaving thin trails in the cold stone where his bladed feet touched down. Before Cronus knew what was happening, he was slammed down on the ground, his nose breaking with an audible snap! before Razredge grabbed him by the arm and threw him clear across the arena, leaving bloody marks around his arms and wrists.

"Enough!" Cronus scowled angrily. He raised his hands above his head and slammed the butt of his scythe into the ground, a golden light pulsing across the arena ground as time began to slow down; the monsters clapping got slower and slower until it seemed to take a week just to make one movement of their hands. Their eyes blinked even slower as their voices got deeper and all the more comically distorted as time slowed down. Razredge was slowing down as well, only moving half as fast as before as his pointed blades slowly dug into the stone before pushing off again. Cronus thought he had it in the bag before he watched as Razredge ever so slowly tapped the Omnitrix on his chest, becoming engulfed in a bright flash of green light. His skin turned a smooth, almost liquid black in color, a white sheen materializing on the border of his body as his frame only grew slightly taller than his original form. His toes all fused together into a single digit as a grinding sound filled the air, three horns growing up from between his deep, green eyes. His jaw jutted outwards as any other minor detail simply seemed to vanish, including his actual mouth. Tiny little, star-like dots suddenly blinked to life on his body, giving him the image of a starry sky. But what Ben felt most of all was the power that came to him. Unlimited, unquestionable, unmatched power poured into him from very available part of the universe into him. He felt like he could anything from merely destroying a planet with a flick of a finger to recreating the entire universe if he wanted to. Ben suddenly felt the addition of two more personalities enter his mind, one that was throbbing and pulse while the other seemed to be calm and placid; the final addition of the transformation, was the addition of the Omnitrix on his chest.

"Is it me, or did it just get hot in here?" Hades gasped, fanning himself.

"Seriously? Your head is on fire and now you feel hot?" Avea cocked an eyebrow.

"I only ever get hot when there's some kind of massive power surge, kid." Hades grumbled before realization crossed his face. "Uh, anyone care to tell ol' Hades what the scuzzball just turned into?" he asked nervously.

"A Celestialsapien," Persephone replied. "According to Ben's memories, this is his most powerful form, with more than enough power to rival the entire Olympian counsel." she added with a smirk.

"WHAAAAAAAAAAAAAAT! GRAAAAAAAAAAAAHHHHHHHHHHHHHHHHLLLLLLLLL!" Hades roared, his entire body exploding like a sun got supernova as his cool blue hair turned a fiery red and orange in color, threatening to melt his very seat as Avea wisely took a step back as Persephone's lips curved upwards as her smile broadened. The goddess watched as Alien X raised his hand into the air and gestured for Cronus to come towards him, the titan within the body of the teenager suddenly flying across the arena; the Celestialsapien drew back his other fist and slugged Cronus in the face, sending him flying back across the arena where he slammed into the ground with a sickening crunch!

But Alien X wasn't done just yet. He raised his hands above his head as he soared up into the air and dove back down towards the earth like a guided, driving his hands down into the rock pit of the arena. Boulders the size of houses and cars exploded out from the ground, jettisoned into the air where they suddenly slowed down in time, Cronus's eyes widening as the rocks all slowly crushed together into one giant stone; time seemed to speed up again as the boulder, now the size of a large whale, came crashing back down to the ground. Cronus quickly scrambled to his feet and grabbed his scythe, running away as fast as he could and making it out of harm's way just in time. This did not bother the Celestialsapien in the slightest as he raised a foot and slammed it into the new ground beneath him; the arena rumbled and shook as several geysers exploded through the rock, gushing the acidic water of the River Styx as Cronus dodged and weaved through the deadly labyrinth; another movement of Alien X's foot brought forth red hot magma from below the arena and the icy winds of the North.

"You know how I said I was terrified of my own dad before!?" Hades yelled over the roar, his cool blue hair whipping around wildly and at the point where it might be put out. "I withdraw the statement!" the Lord of the Dead cried as the water, lava, wind, and thousands of rocks suddenly curled up into the air into long, thin tendrils that quickly formed rings around Alien X as Cronus's gravity left him and brought him up into the air before the Celestialsapien.

"Have mercy!" Cronus wailed.

"Motion denied!" Alien X cried in three voices, one that belonged to an older male, a young female, and that of Ben's. The rocks suddenly slammed themselves around the Celestialsapien's hand, forming a tough shield as the water and magma curled around his fingers in tight rings as the air formed a ring around the back of gauntlet, becoming a small cyclone as Alien X seemed to smile.

"Defeat Lord Cronus, Master of Time! Motion Carried!" Alien X declared in his powerful voice as Cronus shot off like a rocket at Alien X as he drew back his covered fist, his dark green eyes narrowing as Cronus within Seth's body flew closer and closer.

"Duck and cover!" Persephone cried as she threw herself down on the ground of the announcer's box with Avea following suit; Hades was too stunned and interested to move as Alien X drove his fist into Cronus's face. The very air vibrated from the attack, the earth trembling and shaking as a thunderous boom echoed throughout the entire Underworld and beyond as Cronus was sent flying up into the air, soaring through a wide arch; Alien X disappeared in a flash of green light before reappearing high up in the air as he drove his other fist into Cronus's gut, sending him back down to the arena as he broke the sound barrier and fell like a shooting star, striking the bottom of the arena with a thunderous boom!

"Is . . . is he . . . dead?" Avea asked after a long moment of silence.

"Fortunately for you, toots, he ain't," Hades finally managed to speak. "Unfortunately for me, I just lost! AAAAAAAGGGGGGGGGGGGHHHHHHHHHHHHHHH!" he roared with anger, his body on the way to going supernova and beyond before Persephone gave him a swift upper cut to the jaw and sent him down for the count.

"Meet your new champion, Underworld! Bearer of the Omnitrix and Son of Persephone, Ben Tennyson!" Persephone announced loudly as she stole Hades's microphone and took over the job of announcing as the Omnitrix timed out and returned Ben to the world in a glorious flash of green light; the applause was earth shattering as monsters and shades clapped and cheered out of fear and respect; Avea spread her wings and gave them a good flap, taking to the air and floating down to the arena floor and landing next to Ben.

"Impressive," she smiled. "I like a man with power."

"Then I guess I'm your man." Ben grinned before Avea suddenly rewarded him with a peck on the cheek. "Did you just-"

"Yep," Avea smiled. "And there's more where that came from if you go to the Howliday Dance with me."

"Howliday Dance? When?" Ben asked; this was the first time he had heard of such a thing. Then again, it was probably announced when he was out and about saving New Salem.

"Tomorrow night." Avea replied.

"It's a date then." Ben smiled before he seemed to realize something and let out a low groan of fear.

"What's wrong?" Avea asked.

"I just realized how many ghouls are going to ask me to the dance!" he exclaimed. "Oh, my aching feet!"

"Oh, stop whining," Avea shoved him playfully. "You can't help it if your as sexy as Hades."

Ben gagged. "I did not need that image in my head." he shuddered.

"Horrific images of my husband aside, I believe I have occupied enough of your time," Persephone interrupted with a warm smile. With a wave of her hand and a snap of her fingers, both Avea, Ben, and Seth's unconscious body were engulfed in a bright, white light and transported away from the hellish pits of the Underworld and back to the halls of Monster High, where Ben would most likely be swamped with Howliday Dance invitations the moment the bell rang; Persephone smiled as the thought before bending over and snuffing out Hades's head with a quick breath as he slowly came to.

"Ow, my aching jaw," he moaned. "I haven't hurt this much since ol' Zeus got too trigger happy with his lightning bolts." he grumbled under his breath before he seemed to realize something.

"Whoa, is my hair out?" he wondered as Persephone suddenly doubled over with laughter.

* * *

"Higher, Jane, higher!" Cleo demanded.

"That's as high as giraffes can reach, luv," Robecca informed the mummy. "And I don't think she knows how to turn into any birds large enough to hold up a banner."

"Then, I dunno, turn into one of those long-necked dinosaurs or something!" the Egyptian queen cried with exasperation, throwing her hands up into the air as she turned her back on the purple stained giraffe and Robecca to examine the booffet table. Robecca sighed and climbed up Jane's long neck, grabbing onto one of her ossicones with her left hand and grabbing the banner from the giraffe's teeth into her hand, moving it up the extra few inches and waiting patiently as a gargoyle came up and hammered the banner into the cold, stone wall; just as they had during the Halloween Dance, the student body was once again using a large chamber within the catacombs for the location of the Howliday Dance. Dozens of students had volunteered to help set up for the grand night, with River Styxx and Holt Hyde taking caring of the music selection while the others handled the food and decorations.

"Hey, toots! Where do I put this ice sculpture?" Brawn asked as he shifted a magnificent and shimmering statue Santa Claws made entirely out of ice in his stubby little hands.

"Do not call Abbey the names of pet!" Abbey frowned. "And sculpture go in middle of room." she directed before she breathed out an icy vapor and created shiny icicles on the stone walls and ceiling; Rochelle and Spectra then strung cold blue and white streamers that stretched from one side of the room to the other while Bonita hung sparkling snowflakes from the rotting, wooden rafters overhead. While the ghouls were all chatting about what they were wearing for the special night and the guys all bragged about who they were taking, only one member of the Decoration Committee didn't seem to enjoy the warm feeling the upcoming howlidays brought.

Lorna sighed unhappily as she ever so slowly folded napkins with sparkling snowflakes and the image of a jolly, old ogre, her eyes listlessly flickering around the room; her frown deepened slightly when she saw Deuce produce a bouquet of Nile lilies from his behind his back for Cleo, the two of them happily embracing as Clawd and Manny gave the lucky gorgon a thumbs up. She glanced away from the happy couple to see Heath summon a heart-shaped flame from his hands for Abbey, only to trip on a puddle of water and land in several bags of ice, grinning sheepishly as Abbey rolled her eyes but tried to hide her faint blush. Lorna sighed again and looked up to see Robecca hugging Jane tightly as Lagoona pecked Gil on the cheek, glad to share a dance with her boyfriend.

"Uh, earth to Lorna? Hello?"

Lorna startled slightly as she turned around to see Ben emerging in a flash of bright, green light, a concerned look etched on his face. "Are you alright?" he asked.

"F-fine, Ben," Lorna bit her lip. "J-j-just f-folding . . ."

That was as far as she got before the freshwater monster suddenly burst into tears and ran out of the chamber, sobbing.

"Was it something I said?" Ben wondered, scratching his head as Frankie came up to him with a clipboard in hand, checking an item off. "Hey, Lorna, how are the napkins . . . coming?" he wondered when she saw that Lorna was nowhere to be found. "Where did Lorna go?"

"She ran out of here crying her eyes out." Ben told her.

"Oh, no. Not again." Frankie sighed, pinching her brow.

"What? What do you mean again?" Ben wondered.

"Last year, Lorna's boyfriend broke up with her," Frankie explained. "Despite Gil taking her to the dance as friends, she's still pretty sensitive on the subject; I guess she had a bad flashback." the young cadaver mused.

"I'll go talk to her. Call me if you need anything." Ben said before rushing out of the chamber after Lorna before Frankie could say anything else.

"Oh, okay," Frankie blinked. "I'll, uh, just wait here." she mumbled before a startled yell and the cry of a frightened peacock caught her attention. "Voltage."

* * *

Lorna sniffed as she held herself tightly, her head buried into her knees and her arms wrapped around her legs with her tail curled around her body like a security blanket. The cool water of the pool brushed against her cool blue skin, providing her with comfort as if rushed past her gills and played with her dress. She felt the tears stream down her cheeks, morphing into the pool without trouble as horrible memories came back to her; as much as she appreciated Gil for what he did for her for the Gloom and Bloom dance, she had always resented him and any other happy couple within the halls of Monster High. She held no grudge against them, but it always brought her day down when she saw a couple acting all lovey-dovey with each other in public, where any ghoul could see them. It made her heart clench to see them so happy and in love, bringing back the pained memories of her time with Finn before he broke up with her.

"Hello? Lorna? You in here?"

Lorna sniffed and glanced up to see a strange creature floating at the mouth of the underwater cave she had taken refuge in; he was similar to a large, monster-sized jellyfish made of three bells stacked on top of each other. Lightning blue streaks crossed his body as he stared at Lorna with beady eyes and a familiar looking symbol where his mouth might have been.

"Ben? That you?" Lorna croaked.

"Yeah, it's me. But what about you? Are you okay?" AmpFibian asked.

"I'm f-fine." Lorna reassured the Amperi as he pulsed his body and swam inside the cave.

"You can't lie to me, Lorna. I can read the electrical signals in your brain. Meaning I can read your mind." AmpFibian told her. "And I am getting a lot of negative thoughts from you right now."

Lorna mentally cursed and winced when she saw AmpFibian was giving her; of all the people that could have searched and found her, it had to be the one person in the world that could change into an alien that could read her mind. Although, now that she thought about it, anybody really could have figured out that she was upset about something; rushing out of a gathering in tears for no apparent reason was a good enough reason for most people to raise eyebrows and try to figure out what was wrong in most cases.

"S-sorry." Lorna sniffed. "I guess I'm a little sensitive about relationships."

"How so?"

"Can't you read minds?" Lorna wiped her eyes.

"True, but I think you'd feel better if you talked about it." AmpFibian shrugged.

Lorna sighed and leaned back against the limestone wall behind her, ignoring the feel of squishy algae and seaweed against her scaly skin. "I'm just still . . . delicate about boyfriends, ghoulfriends, and big dances ever since my boyfriend dumped me." Lorna sighed. "He's probably in Rotland with some other freshwater ghoul having the time of his life and not even reminiscing or missing me one bit." Lorna leaned her head back against the cave wall. "Maybe I'd be better off becoming shark bait."

"Hey, don't get all suicidal on me." AmpFibian chastised her with a serious tone. "I'm not saying you deserved what happened to you, but maybe all of this happened for a reason."

"What would that be?" Lorna asked the Amperi.

"No idea," he shrugged. "But if it makes you any better, I'd be willing to take you to the dance again. Ya know, as friends."

"Are you sure? I don't want to be a burden," Lorna sniffed. "I mean, you already have so many ghouls you'll be going to the dance with. You'll probably be too tired to dance with me."

"Nonsense." AmpFibian insisted. "Me and the ghouls will swing by to pick you up at seven, okay?"

"You sure your ghouls won't mind me coming along?"

"Not at all," AmpFibian reassured her. "The only things you'd have to worry about Jane losing control of her powers, Jinafire having an allergic reaction, or cross paths with Venus during a garden spree. Oh, and pray you don't catch Whisp's eye; she'll latch onto you and give you the night of your life if you're not careful."

"What do you mean?" Lorna asked fearfully.

"Lets say I hope you wear a tight bra tonight," the Amperi replied uncomfortably. "Being stuck in a lamp with no one to talk to for a couple thousand years makes a person do strange things, if you catch my drift."

"Oh." Lorna blushed.

"I'll see you around seven." AmpFibian announced, pulsing his body and swimming out of the underwater cave in a cloud of bubbles.

* * *

It was ten minutes to seven, and the air was chilled as snow started to fall from the night sky. The shining moon hung high in the sky amongst the glimmering stars, hidden by several layers of clouds that hung over the air like a thick blanket.

"Ben, why are we still out here in the cold instead of in the nice, warm catacombs?" Venus shivered as she buried herself deeper into her winter coat; some of the other ghouls shared the same sympathies, though Jane was not among them as she scampered about and tried to keep standing on her two little penguin feet.

"We're picking up Lorna." Ben replied as the large group of fourteen ghouls and one shape-shifting Normie turned a corner and came to a stop in front of a rather large estate with a quaint, Rottish-style house; a large frozen fountain of twin sea serpents sat out front, the two statues watching the group as they made their way up to the front door and knocked on the door. At first, there was no response before the doors creaked open a crack and a large, golden eye could be seen beyond.

"Yes?" a deep, Rottish voice asked.

"Uh, Mr. McNessie? I'm here to pick up Lorna for the dance?" Ben gulped nervously as the door opened to reveal a large, muscled freshwater monster with deep blue scales, a long, powerful, webbed tail, rows of razor sharp teeth, and a red and black kilt.

"And why would my daughter go with a Normie to a monster dance?" Mr. McNessie cocked an eyebrow, leaning against the door frame and blocking the way inside.

"Here it comes." Frankie whispered to Skelita.

"Do I really have to do this?" Ben grumbled under his breath as he pulled down the left sleeve of his black tuxedo with green trimming to reveal the Omnitrix; he quickly turned it on and cycled through the roster before selecting the alien he needed and pressing down on the activation button. Scales raced up his arms and legs as they swelled, muscles building and bones strengthening. His fingers became clawed and webbed as the scales raced to cover the rest of him. Three slits appeared on either side of his neck and puffed open and shut as they sucked in air. A thin sheen of slime covered the scales as his hair disappeared into his scalp. Veins throbbed and pulsed as alien blood pumped through them and into his ever changing organs. His forehead to pulse and swell, like there was giant zit that was about to explode. And explode it did; a thin, green wire popped out of his forehead and hung in front of his face as the end began to glow and eerie color. His jaw swelled bulged and bucked until several rows of razor sharp teeth popped out and curved themselves over his lips. His eyes became that of a deep sea creature as two sharp fins rose from his back, completing the transformation.

"Happy?" Ripjaws grumbled, folding his arms across his chest and showing off his razor sharp teeth for good measure.

"Daddy! What are you doing?" Lorna whined from inside the house and pushing her bothersome father aside; despite the cold, she was dressed in a short, black dance with ocean blue, seashell designs on the bottom and radiating corals up to her hips with a deep blue, fish scale top and black flower hair clips in her curly, red locks. "Ben and I are just going as friends, okay?" she huffed, stepping out of the house and over to Ben as the ghouls immediately all gushed and commented on how pretty Lorna looked; Jane squawked happily and clapped her flippers before slipping on the ice and falling flat on her back, drawing a giggle from the gaggle of ghouls.

"If you try anything with my daughter, boy, I will personally gut you like and fish and fillet your insides." Mr. McNessie threatened, cracking his tail against the door frame for good measure before retreating back inside the house as the Omnitrix timed out and returned Ripjaws back into the Omnitrix.

"Why are all the dads threatening me? Do I look like I want trouble!?" Ben cried with exasperation.

"Calm down. Dad's just worried is all." Lorna reassured him.

"You're not the one he threatened to turn into sushi." Ben muttered under his breath as he turned to the Omnitrix and turned it off, slapping the activation button without even glancing at it and relishing in the cool green light that washed over his body. His arms became more furry as hundreds upon thousands of yellow colored hairs sprouted all across his body, racing down his legs and over his chest, up his neck to cover his face as his pinky finger was sucked back into his hand, deemed useless for whatever alien he was becoming. His ears became large and fleshy, similar to that of a rodent's as they rotated up towards the top of his head, his face bulging outwards slightly as his nose became flat and primitive looking. His canines became longer and sharper as his teeth became slightly crooked, his skeleton cracking and groaning as it was compressed and shrunken down to a height of roughly four feet tall. Two, long, furry, prehensile tails snaked out from the base of his spine, cracking and whipping themselves around as if they had minds of their own as his feet became bigger and perfect for gripping, his big toe moving into a 45 degree angle that allowed them to be used like extra hands. Black, gauntlet-like coverings materialized on his wrists, allowing his fingers free movement as a suit that greatly exposed his furry chest appeared on his body with green rings on the knees and elbows; the Omnitrix reappeared on a green and white belt around the alien's waist, completing the transformation.

"And just what are we doing?" Clawdeen raised an eyebrow.

"Arriving with style!" Teleportail grinned as his two tails instinctively began to spin in a tight circle, a loud buzz filling the air as a flash of bright light sparked behind the Vong Linducher; the ghouls quickly gathered around him, pressing together into some rather uncomfortable and awkward positions until they were in a small enough area for Teleportail to whisk them through the portal and off to the dance in a flash of light.

If Vandala had to describe traveling through time and space at the hands of a Vong Linducher, she would have to describe it as nauseating; while some of the ghouls laughed and twirled around as they shot along like rockets through a wavering tube of some kind of invisible, cosmic energy, she felt her insides were going to marching out of her on her tongue and all over everyone around her. The rolling and tumbling she was forced to endure as she phased through crashed into Spectra and phased through Skelita reminded her all too much of the rolling and tumbling waves of the rough sea that she disliked so much.

Thankfully for her, as soon as it seemed to start, it ended with another brilliant explosion of light that nearly blinded her as she, Teleportail, and the rest of the ghouls came tumbling back out into the world, most of them managing to land on their feet; the sound of screeching records met her ears as she blinked her eyes and managed to figure out that they had arrived directly at the dance at the top of the balcony that overlooked the dance floor on either side of the stairs. All eyes were trained on her and the ghouls as Teleportail was engulfed in a flash of green light and returned to his human form as the Omnitrix timed out.

"How come they always manage to show us up in an entrance!?" Cleo exclaimed angrily as Deuce tried to restrain her.

"Guess we're just lucky, sis." Nefera grinned; she wore chromatic high heels that put her feet at a near vertical angle and in a seamless, royal dress that smoothly transitioned from a deep, earth magenta to a bright and showy purple, a slit on either side of the dress that allowed anyone to get a good view of long, tan legs. She wore two golden straps around her torso and had tight, angular shoulder pads that framed her gorgeous face as a golden crown with a large, ruby orb in the center sat on her head, marking her as true, Egyptian royalty.

"Uh, Holt! River! Drop me a beat, and quickly! Before Cleo blows a gasket!" Ben cried frantically upon seeing Cleo's red face as Nefera took several cautious steps back. The Reaper and Fire Elemental were kind enough to figure out what Ben met and quickly riffled through their extensive music collection before picking out a record and setting it on the turn tables for the speakers to blare out into the chamber, the first few lyrics of Party like a Monster echoing off the walls. Cleo momentarily forgot her annoyance as the sea of students forgot their overall shock over Ben's entrance as they found partners and began to dance the night away.

"May I have this dance?" Venus asked Jane with a sweet smile.

"Only if you don't change into anything on or in me." Jane said nervously.

"You're never going to let that go, are you?"

"I couldn't walk for three days!"

"Fair enough," Venus sighed. "Fine. I promise. Monsters honor."

Jane eyed Venus warily; her lavender eyes were shaded by a spooky cyan eyeshadow, and her hair was dyed a deep, blood red with black and magenta highlights with a red, tropical flower pinned into her locks. She wore a tight, black skirt around her waist that looked like long fur or luscious feathers, depending on one's preference and a gorgeous red top with tropical flowers and ferns to boot. On her feet she wore dark purple pumps with blood red flowers wrapped around her ankles, a look that gave both a mysterious and deadly nature that easily resembled the dark shadows of the jungle's undergrowth. "Okay. Can you lead though? The only dances I know are the ones the birds showed me, and they're rather . . . __revealing___, if you catch my drift."_

Venus resisted the urge to drool at the thought and instead took Jane's hand and gave it a reassuring squeeze. "It would be my pleasure." she smiled as she wrapped her arm around Jane's waist and lead her in a nice dance, ignoring the odd stares several couples were giving them; Jane's face was flushed a deep red in color, and Venus could already see the start of fur starting to creep up her arms and a naked, rodent tail curling out from the base of her spine.

"Don't go creature on me, Jane." Venus begged quietly. "Just ignore them."

"It's . . . i-it's hard to do when you can feel their eyes boring into the back of your head." Jane said with slight pain as she reversed the transformation and became whole once more.

"You're still nervous about what other people will think about us?" Venus whispered.

"A . . . a little," Jane admitted with shame. "It's just hard to fit in when you have no idea what you're doing is right or wrong."

"Ignore them." Venus repeated. "They have their opinions and life styles, you have yours. You should live your life how you want, not how others want you to."

"I'm . . . trying . . . " Jane hissed as a hint of fur sprouted on her arms and her ears became sharp and pointed while a membrane started to form from her wrists to her hips.

"C'mon, Jane! Stay with me here!" Venus rasped as she spun the jungle girl around to the beat of the music. Jane's nose became more pronounced and leaf-like as her teeth curved into sharp fangs, her fingers starting to elongate to impossibly long longs while warm fur started to cover her body; Jane winced as her body was slowly, ever so slowly changing itself into a bat, her frame shrinking by an inch every minute or so until her head was level with Venus's chest. She tried to reverse the transformation, but she couldn't! Not with all those eyes starring at her! With determination in her eye, Venus tilted Jane's face up to hers and smashed her lips against Jane's, hugging the jungle girl close to her body.

Jane didn't know what quite happened next; it was mostly a blur to her. She the warm fur suck itself back into her body, leaving bare skin as her ears shrank and became rounded once more. Her fingers shrank back down to their original size as they fit back together in Venus's almost perfectly while the membrane that stretched the near length of her body pulled itself back into her as her nose returned itself to the original shape that Venus found oddly endearing. She felt fangs graze past Venus's lips as they shrank back into her normal teeth as her senses dulled, ending the transformation and completing her wholly.

"Wow." Jane managed to say when Venus released her.

"You gonna be okay?" Venus asked, squeezing Jane's hand slightly.

_"Y-yeah." Jane nodded. "Especially since Ben just turned into Humungousaur and is threatening anyone who says otherwise."_

"If anyone tries anything, you answer to me!" the Vaxasaurian roared, socking his fist into his open hand as he dwarfed Lorna by his side while he wore an oversized version of his black tuxedo with a grim trim and blood red rose in his breast pocket.

"Ahem." Bloodgood frowned as she appeared through the crowd on Nightmare, her body holding her irked head in its hand.

"Uh, after Headmistress Bloodgood does, of course." Humungousaur gulped nervously under Bloodgood's glare.

"Dude, you are so lucky." Dragoon muttered as he and Charmcaster came up to the massive Vaxasaurian and Lorna.

"Dragoon." Humungousaur rumbled. "Enjoying the dance, Charmcaster?"

"Actually, yes," the sorceress smiled. "While Dragoon can't dance to save his life-"

"Hey!" the young dragon protested.

"He's been such a gentlemonster tonight. I think I'm finally enjoying myself for once." her grin broadened as she pecked Dragoon on the cheek, her lips smoking slightly when she pulled away.

"Wa-HOO!" Dragoon howled.

"Easy party animal," Humungousaur grinned. "The night's barely begun, and you're already crazy."

"Is that a shot?" Dragoon frowned.

"No, it's a warning. Easy on the sugar, young grasshopper." the Vaxasaurian mocked him before taking Lorna's hand between two of his fingers and leading her out into the sea of bodies as it parted to make enough room for him.

"Not that I'm not enjoying myself, but how long are you going to stay like that?" Lorna asked as she rested her arm on the Vaxasaurian's hand instead of his shoulder and held one of his fingers instead of his hand.

"Until I time out." Humungousaur replied just an ever familiar beeping sound met his ears and engulfed him in a flash of green light, returning Ben to the world and the Vaxasaurian DNA back inside the wonderful watch. "There we go." Ben smiled as Lorna grasped his hand and moved her arm to shoulder while his arm slipped around her waist. The freshwater monster sighed happily as she spun around to the beat of the music, her eyebrows quirking up when she saw Jane happily resting her head against Venus's chest as she moved about, but shrugged it off when Ben spun her around, eliciting a laugh from her.

Spectra laughed as she flew around the room, racing Vandala around and around the chamber in time to the music as she waited her turn to dance with Ben. She and Vandala were neck and neck as Aye pulsed his tentacles up and down to keep pace with them; it seemed the little cuttlefish never left his owners side, much like the standard parrot that could be found on a classic pirate's shoulder.

"Hey, Spectra!"

Spectra yelped and went right through the wall ahead of her when she should have flown right; Vandala winced, despite knowing the fact that Spectra had simply phased through the wall and not slammed painfully into it, although it did take a few seconds for Spectra to show up once more.

"Porter?" Spectra blinked, not quite sure what she was seeing. It was true, her friend from Haunted High had come to the Howliday dance dressed in a shimmering, slime green tuxedo tripped in black with wild, faint pink splatters all over the suit. Hanging off of his arm was Sirena, a happy smile on her pale face; in addition to the many knickknacks and tidbits that usually adorned her body, everything from gleaming pearls to shimmering chains, she wore a raven feathered black top that was tore and ragged at the edges and she had faint, pink eyeshadow to highlight her eyes.

"Enjoying the dance so far?" Porter asked a smile.

"Just waiting to dance with Ben actually." Spectra replied with a faint blush.

"Both of us, matey!" Vandala chimed in.

"Ooh! That reminds me!" Sirena piped up, quickly breaking away from Porter and pumping her tail madly as she swam through the air and above Ben. Before the watch wearer could even greet her, Sirena had taken his head into her hands and pressed her lips to his; Lorna, Porter, Spectra, and Vandala could do nothing but stare with slack jaws as Sirena broke the kiss with Ben, laughing happily as she twirled back up into the air and came back to Porter, pulling a piece of paper and pen out from Porter's breast pocket.

"Another thing to check off my bucket list!" Sirena smiled happily as she swiped the pen across the paper and then jammed them both back into Porter's pocket.

"So that's what was in here." Porter mused. "Although I question why you had to kiss Ben when I'm your boyfriend."

"My future self made me do it!" Sirena smiled. "You never argue with the future!"

"Are you sure you haven't been eating too much sugar tonight?" Porter asked with slight fear.

"As much as it seems, Porter, she's not crazy." Spectra sighed.

"Aye! Ben told me the whole story, matey!" Vandala agreed.

"Somehow I feel as if I'm missing out on something . . ." Porter mumbled under his breath as Sirena led him away.

"Ghouls nuttier than a seasick cabin boy flopping about on the deck like a fish outta water." Vandala shook her head.

"That's putting it lightly." Spectra nodded.

WOO! I can't stop myself! Somebody rub the lamp! Somebody rub the lamp! WA-HOO!"

"Then again, there are crazier people." Spectra mused as she glanced down to see Genie doing a very weird dance in the middle of the dance floor with everyone giving him a wide berth and odd looks; Gigi was off to the side, looking like she wanted top die of embarrassment as Whisp laughed her head off, hanging onto Nefera for support while her sides heaved in and out with her face a deep red.

"What's he doin' here?" Vandala wondered, trying to stifle a laugh.

"You mean other than acting like a lunatic?" Spectra joked.

If everyone was having a good time at the Howliday Dance, only one person was not having a good time. Toralei hugged the shadows, making sure to steer clear of Twyla, as she watched every other man-ster and ghoul dance the night away with Christmas cheer in the air. Her lips turned into a deep frown when she saw Meowlody and Purrsephone oggling Ben, their fingers clenching the air as if they were imagining hugging Rath's strong muscles. The were-cat rolled her eyes as she stalked along, her frown getting deeper and deeper when she saw Venus and Jane dancing while Cleo and Deuce rocked the Egyptian as Nefera tried to pry Whisp's fingers off of her.

Why was everyone so happy? The Howlidays brought nothing but the cold, freezing winter and snow that forced everyone stay inside and endure the cold and dark. And worst of all, snow was water. She hated water, especially when it got in her fur of all places. But worst of all, it brought happiness. Her annoying pranks didn't seem to bother people as much, and everyone was so darn happy. It made her shudder to think of such things. But worst of all, it made everyone all lovey-dovey, as if they would not live to see anyone tomorrow and that today was their last day on earth. It drove her crazy!

And it was all thanks to Ben. How she loathed him! Being thrown into the swamp water fountain in front of the school was one thing, but ever since the Toepick Incident, he had been cautious around her and spoiled her pranks and tricks whenever he got the chance, ruining her fun and making her look like a fool in front of everyone that she ever tried to prank; just when it seemed she would get away with pinning the blame of putting a tack on Mr. Hack's chair on sweet, innocent Frankie, ChamAlien had seen the whole thing and had gotten her three weeks of detention; when it looked as if she was in the clear of cheating on her latest Dead Languages test, Eye Guy had seen her cheat and had gotten her banned from the Fearleading team; when she was about to nail Cleo and Clawdeen with a water balloon filled with itching powder, Blitzwolfer had chased her up the nearest tree and had hit her with her own trap, subjecting her to nearly a week of endless scratching before she managed to get it all out of her fur.

But that was all about to change.

With a smirk upon her lips she hid behind the booffet table and dug into the purse she had brought with her to the dance; she wore a short, scarlet dress that just barely covered her thighs with a belt around her waist and a dark, red choker around her neck as a spiderweb dress hung lose from the back of her outfit. With a soft chuckle, she pulled out a carton of rotten gargoyle eggs wrapped tightly in plastic bags to keep the stench hidden. She peeked over the edge of the booffet table and eyed Ben sneakily as her grip on the eggs tightened; once she the eggs hit Ben, no ghoul would want to come within twenty feet of him for the rest of the Howlidays.

And then, disaster struck.

"Bad kitty! Bad kitty!" Rivet cried loudly as he launched himself from out of nowhere at Toralei and landed on her face, raking her fur with her claws as something wet and firm wrapped around her legs; through the gaps between thew agitated hybrid on her face, she could see it was Venus's pet plant, Chewlian, growling at her furiously as Whatzit dashed out from under the booffet table and slammed into her knocking her into the floor.

"Attack! Attack! Attack!" Rivet roared; the music screeched to a halt as dozens of creatures suddenly barreled in through the doors of the chamber, all of them howling, barking, hissing, and squawking at the top of their lungs as they all went after Toralei. Count Fabulous flapped his wings and dove at Toralei's head, raking his small claws through her hair as Crescent set upon her and dug her claws into the were-cat's scalp. Hissette hissed angrily and curled her body Toralei's chest and left wrist, flexing her muscles just right so that Toralei was effectively punching herself with her own fist as Sir Hoots A Lot pecked her furiously with his beak. Crossfade glanced at her with his chameleon eyes before slowly climbing up Toralei's side and jamming his sticky tongue in her her, the were-cat yowling with surprise while Rockseena gave a loud howl and launched herself at Toralei, landing on her stomahc and knocking the wind out of her.

"That's something you don't see everyday." Ben noted as the animals continued to furious attack Toralei and protect their respective owners from her trickery.

"Indeed," Lorna agreed. "Jane, do you think you can talk some sense into them?"

"Lets not get crazy here." Cleo said quickly. "Give them a few more minutes."

Ben watched with mild amusement as Cushion quickly scurried under Toralei as she was tripped by Memphis "Daddy O" Longlegs's webbing, injecting several sharp quills into the were-cats behind as Captain Penny blasted her in the face with his jetpack. It was only after Whatzit had bitten her ankle did Ben notice that Rivet was down by his feet, pulling on his pants leg with something in his paws.

"Whatcha got there?" Ben asked, bending over to what his pet had brought him.

"Prank! Prank! Kitty prank Ben!" Rivet cried. "But Rivet fix! Fix! Fix!"

"Prank?" Ben cocked an eyebrow before recoiling in disgust upon seeing the rotting gargoyle eggs. "Yep. That's a prank alright." he gagged.

"Ms. Stripe!" Bloodgood frowned angrily as she rode up on Nightmare; the creatures quickly dispersed and all huddled around Jane's ankles, drawing slightly suspicious looks from the student body as their Headmistress began to chew Toralei out. "This is unacceptable behavior, Ms. Stripe! I can not allow this kind of behavior slide. You are hereby ordered to leave the dance and to come to three weeks detention after the Howliday Break" Bloodgood frowned deeply.

"You can't make me!" Toralei hissed, clawing the air angrily.

"I may not be able to remove you for the moment, but I know someone who can." Bloodgood's deep frown twisted up into a slight smile. "Ben? If you please?"

"Gladly." Ben frowned, handing the eggs back to Rivet as he turned the Omnitrix on and cycled through the roster before selecting the alien he desired and slapping the activation button.

His arms and legs ground and cracked becoming shorter and more rounded as his fingers disappeared and were replaced by five little claws that acted like his fingers and thumbs. Ben's toes melted into three flat ones that resembled small webbed feet, like a frog as a small tail popped out from the base of his spine and curled at the end. His face was squashed inward as his nose disappeared and his mouth grew larger to accommodate his crooked teeth; his tongue suddenly split into three, slimy versions of itself as the Omnitrix appeared on his chest, completing the transformation.

"Upchuck? I was going for Water Hazard, but this is even better." the Gourmand grinned mischievously as Toralei gave a disgusted face. Upchuck ignored it and merely opened his jaws wide, the three tongues slithering out of his mouth before suddenly shooting through the air and wrapping tightly around Toralei's wrists, legs, and torso, effectively restraining her as she screamed and was pulled back into Upchuck's stomach, swallowed in one gulp.

"Mind giving me a lift?" he asked Spectra. His ghoulfriend nodded and quickly picked up the small, chubby alien in her grip and phased up through the ceiling above and to the cold outside where Upchuck would no doubt launch her a couple dozen feet.

"Thank you for the timely entrance of your creature friends, Ms. Boolittle." Bloodgood thanked Jane.

"Um, thank you. But I didn't call them here." Jane replied, the nearly two dozen or so creatures around her ankles shooting her nervous looks.

"Have they been watching us this whole time?" Lilith wondered; she was dressed in a black top with three, hot pink slashes across her chest, a black choker around her neck, and a short, black skirt with purple leopard spots to go with her mottled purple and gold heels. "I didn't think they could be so intelligent."

"They're smarter than most people give them credit for," Jane admitted. "But according to Sir Hoots A Lot, they only just arrived."

"So, it's some kind of sixth sense or something?" Venus asked, picking up Chewlian in her hands and cuddling him happily. "Who's a good plant? Who's a good plant?" she cooed, scratching him under the chin and earning a happy, chattering from his toothy maw.

"Maybe," Jane shrugged as Crossfade crawled up her leg and Sir Hoots A Lot landed on her shoulder. "I might have to conduct a study."

"How about you do that

after we're done dancing the night away, eh, toots?" Upchuck chuckled as he and Spectra phased back down through the ceiling just as the Omnitrix timed out.

"Agh! Can someone get me some punch or something? I think I have cat hair on my tongue!" Ben shuddered, managing to spit a small wad of fur out of his mouth and to the floor as everyone laughed.

"Thanks for taking me to the dance, Ben." Lorna smiled once she had managed to stop giggling.

"Anytime," Ben grinned back before he felt several pairs of arms latch onto him. "But I don't think that time will be now." he whimpered before half a dozen of ghouls started to play tug o' war with him, all of them wanting to dance him next while Lorna tried to hide her laughter.

* * *

Ben splashed his face with water as he tried to smooth down his mussed up hair and correct his wrinkled suit; after much arguing and tugging on his arms, Frankie had managed to score the next dance with Ben due to her "Alpha position", as Jane put it. Then after that, it was Clawdeen and Spectra before Bonita had managed to steal him away on his way to the booffet. After that, Ben was bounced from ghoul to ghoul, barely getting any moment to stop and rest before he had finally had enough and used the old bathroom excuse to make a hasty retreat.

"Geez, who knew having so many ghoulfriends would be so tiring!?" he wondered aloud to no one in particular.

"Try just trying to get the attention of one." Heath sighed unhappily as he walked into the bathroom and cracked his aching back.

"Still sore after Abbey threw you into a wall?" Ben asked with slight amusement.

"I knew she was strong, but not that strong." Heath whimpered.

"Dude, she flipped Manny without even trying. I'm about her size, and I would have to turn into Four Arms to even think about attempting that."

"I know," Heath sighed lovingly. "Which is why I need your help."

"Treat her like an actual person, a

smart person, and not a toy." Ben replied without hesitation.

"How did-"

"Dude, I can tell. You desperate when you ask

me for relationship advice." Ben chuckled.

"Again, dude, you've got fourteen, smoking hot ghouls at your side, leaving the rest of bachelors to scramble for status. Even the guys already in a relationship are jealous." Heath replied in his flaming tuxedo before leaving the bathroom to try and charm the ghoul of his dreams.

Ben shook his head, predicting that Heath would most likely be injured one more time before Abbey even considered dancing with him. Other than that, the night had been pretty smooth for everyone else once Toralei had been forced to leave; Whisp had finally managed to convince Nefera to dance with her at least once, Lorna was enjoying herself again, and the creatures had been allowed to stay at the dance on the grounds that they didn't cause too much mischief. As soon as Bloodgood had established that rule, Rivet had taken over the DJ stand claimed it in the name of the Monster Pets Alliance; he then kindly asked to step down, only surrendering when he was offered some Scream Cheese and some of Frankie's Joltin' Juice.

After a quick, last minute check, Ben made his way out of the bathroom and was about to make his way back to the catacombs when a hand grabbed him by the back of his suit and yanked him around a dark corner, slamming him against the wall. "What's the big idea!?" he cried before a finger pressed against his lips. He peered into the darkness to a ghoul standing in front of him, a playful smile on her lavender lips; she had light green skin, long, wavy, deep blue and purple hair, and eyelashes that resembled small leaves that sheltered lilac eyes with forest green tints. She wore a fancy, stylish dress with leaf and plant patterns as well as a pair of black heels that had poisonous purple flowers and thorns on them.

"Hey, there, big boy." the plant monster purred, seductively sliding her hand underneath his chin and forcing him to look at her.

"Uh, hi." Ben gulped nervously. "Who are you?"

The plant monster tried to not look offended. "I'm, like, Amanita Nightshade, duh!" she said with a pleasant smile. "How could you not know who I am?"

"To be fair, I've been hurled into the future for approximately two months with a psychotic alien ghost trying to kill me." Ben replied.

"Oh, so you are the alien kid!" Amanita purred happily, edging closer and pressing her body against Ben's.

"Um, what are you doing?" Ben asked fearfully.

Amanita ignored the question as she slowly ran her delicate fingers along his arms, massaging the tough tissue underneath the skin, a shiver passing through her spine. "Ooh, such firm arms." she cooed, resting her head on his shoulder.

"Okay, Amanita, you're kinda freakin' me out now." Ben winced.

"Oh, you are definitely boyfriend material," Amanita seemed to purr to herself. "Your ghouls won't mind if I borrow you, will they?" she asked with an innocent tone, tracing her angelic hands around his shoulders and chest, starring lovingly at him as she slowly edged her hand towards his nether regions.

"Actually, we would mind!"

Amanita snarled and whipped her head towards the sound of the voice just before she was whacked in the chin by Avea's hoof; she dropped like a sack of potatoes to the floor, groaning slightly as Avea gave her limp form a swift quick for good measure. "What? She had it coming! No one touches my boyfriend!" she argued when she saw Ben's shocked face.

"I'm not arguing with you." Ben reassured her. "I'm just glad you came when you did." he sighed with relief before he realized something. "So I'm your boyfriend now, huh?" he asked with a smirk.

"I-I never said that!" Avea tried to reason, her face flushing a deep red as her wings flared nervously.

"Right." Ben rolled his eyes.

"I didn't!" Avea tried to defend herself, only to have Ben grab her wrists and kiss her full on the lips, wrapping his arms around and under her wings, holding her tight; Avea had frozen on the spot right then and there, not quite sure how to respond before she was finally able to respond, her eyes closing peacefully as she kissed Ben back, curling her arms around his neck. She fully relaxed when she felt Ben's fingers brush against her wing feathers, delicate stroking them and smoothing them down where they had been ruffled in her haste to save Ben. She hugged Ben tight, finally glad that she had a form life line to hold onto in this mad world as she took the initiative and jammed her tongue past his lips and into the cavity beyond them, pleasure shivering down her spine as she Ben play with her feathers; after a few more moments, they broke away, Avea now a deep red.

"Thanks," she sighed, hugging him.

"For what?" Ben asked.

"For being there, I guess." Avea shrugged.

"Aw, it's a Kodiak moment." Genie sighed happily as he appeared around the corner. Ben threw him a look, and the djinni backed off down the hall and towards the catacombs before a loud roar shook the halls. "AH! Who put that bear there!?"

* * *

"So, how'd you enjoy the dance?" Ben asked as he walked alongside Lorna through the chilled the night; it was tolling around a c ouple of hours before midnight, and the air had quickly chilled since then. The moon was bright and snow had started to flutter down from the dark, gray clouds overhead. The ghouls had all gone their separate ways, promising to meet back up at Spectra's house around noon tomorrow during Christmas morning to exchange the gifts they had gotten each other during the last couple of days.

"Very much." Lorna smiled as she buried herself deeper into her plaid coat with black fur rimming the sleeves. "Though I have to say that Humungousaur looks far better from the background."

"What's that supposed to mean?" Ben asked.

"You know how Spectra has you pose for pictures occasionally after your adventures?" Lorna asked. "Lets just say I'm a master at photo bombing." she giggled.

"Wait . . ." Ben mused as he pulled out his iCoffin and began to flip through all the picutres he had taken; every single one of them, if one were to look hard enough, had Lorna in the shot, hidden somewhere not quite obvious yet almost idiotically clear when you found her hiding behind a row of lockers, a parked car, or even behind Ben himself in his various alien forms.

"That is both cool and kinda scary at the same time." Ben admitted at the same time.

"Either way, you're kinda cute." Lorna acknowledged with a slight tinge to her face.

"Wait, what?"

"Well, I kinda had a . . . crush on ya, but at the time I had a boyfriend." Lorna managed to say.

"And then he dumped you." Ben confirmed.

"Exactly," Lorna nodded, her face turning a deeper red. "So . . . c-can I be your ghoulfriend?"

"That has got to be the most direct approach I have ever heard." Ben laughed. "But I like direct." he added upon seeing Lorna's face start to fall. "We may have just officially known each other for a couple of days, but I'd love to get to know you better. And if that means you become my ghoulfriend, then by all means, just kiss me."

"I just might." Lorna smirked, wiggling her eyebrows as they walked up the path to Lorna's estate.

"So, does this mean I'll see you tomorrow?" Ben asked.

"I-I . . . I don't know! I mean, I didn't . . . I didn't have time to-" Lorna startled before Ben pulled her close and pressed her lips to his; it lasted less than a few seconds before he parted away, a smile on his face.

"Relax. It's okay if you forgot. After all, Christmas is about spending time with friends and family, not about gifts. Although, I have had my eye on a motorcycle for a while . . ."

"Oh, your so sweet!" Lorna sighed happily, hugging Ben tightly before smashing her lips to his in a full blown kiss, slithering her tongue into his mouth and subduing his own with ease as she wrapped one arm around Ben's neck and grabbed Ben's hand with the other before sliding his strong, firm fingers up her side and to her left breast, allowing him a quick squeeze before breaking away.

"Consider that your present." she smiled with a wink as she opened the door and stepped inside her house after giving him one last kiss on the cheek.

"No matter how many ghouls I meet or fall for, I will never understand them." Ben shook his head as he turned on the Omnitrix and cycled through the roster before selecting the alien he desired and slapping the activation button. His skin hardened into a thick exoskeleton, becoming jointed and plated as it turned green. His bones vanished as skull became pointed and even thicker than before. His teeth became sharp and his eyebrows became pointed as his eyes turned green and quick sighted. His legs bent backwards, a slightly painful process as a sort of webbing formed between the joints. His toes disappeared, three sharp claws taking their place, two in front, one in back. His two middle fingers disappeared, the ones left becoming sharp. He felt muscles packing themselves on top of each other in his legs as his body became divided into two sections, his butt expanding out into a slim thorax. A set of black and green overalls formed over his body as spines formed on the back of his arms and legs, completing the transformation.

"Merry Christmas to all, and to all a good night!" Crashhopper declared loudly as he soared through the night air. "Man, I have always wanted to say that!"

**And there we go!**

**And yes, the story takes place around the holidays. What, everyone could use some Christmas cheer around this time of year, especially after what I have to go through right now. Ugh, I really hate school right now. Big thanks to _Morantis _for helping me figure out this chapter! Seriously, check out their work sometime. You will _not _be disappointed in anyway whatsoever.**

**Hasta Luego!**


	47. Indiana Tennyson and the De Nile Curse

**Hello, hello, hello! I'm back and here again once more!**

**First off, let me just say that I couldn't have done the main idea for this chapter without _Menatron the Angel of Ideas_. Have I told you that you rock dude? Because lemme just say that you rock. Big time. Really, all of you rock! Every single one of my readers rocks for following me this far so loyally and without _too _much complaining when I've broken promise after promise after promise so many times ;)**

**So, in gratitude for putting up with my negligence, enjoy the following chapter!**

**As always, comment, review, suggest, and request down below!**

**Onwards!**

"TENNYSON!"

Ben was breathing heavily, his chest heaving in and out rapidly as he ran down the empty street, the cool night air rushing past his face. For a busy city like Bellwood, where a combined population of both humans and aliens would roam the streets, it was frighteningly empty of any life; no late night walkers strolled down the sidewalks, no cars were driven down the streets, no lights flickered on and off inside the buildings, no alley cats rummaged through the garbage cans. Not even a bad guy was trying to commit a robbery; all that was there was Ben, the city, and the wind.

"TENNYSON!"

Then again, that wasn't entirely true.

The ground rumbled and shook underneath Ben's feet in a steady rhythm that was usually compared to large and heavy footsteps as Ben quickly made a sharp turn down an alley way, breathing hard as he quickly dove behind a dumpster and tried to catch his breath. He silently prayed that he would be left alone, that his opponent would be stupid enough to run right past his hiding spot and leave him alone.

"So, thought you could hide from me, human insect?" a deep, dark voice growled sadistically as he easily lifted the dumpster off of the ground and tossed it over his shoulder; standing over Ben, in all of his evil glory, was none other than Vilgax. His tentacle beard twisted and curled with dark pleasure as he clenched his fist tightly, effortlessly clenching the bones inside his hand.

"C'mon, Omnitrix! Don't let me down now!" Ben begged as he turned on the device strapped to his wrist and slapped the activation without looking at what he had selected. Muscles quickly piled themselves onto Ben's arms and chest, short, brown feathers sprouting up from his skin to cover them. His and mouth melted together like butter, hardening into a yellow, horny beak as teeth lined them. The feathers continued to cover his body, racing up over his back and stomach, growing on nearly every inch of his body. Ben's wrists and ankles began to harden as thick scales appeared on them, his fingers molding together into three digits. His fingernails grew longer and bigger, becoming curved and black as they turned into talons. His toes all formed together into two long digits, his heel bone grinding against his foot as a third toe popped out behind them, the toenails growing into long talons. A white plume appeared on Ben's head, looking like a Mohawk of sorts as a pair of large, sharp blades grew out from his elbows. Green wrist and ankle guards materialized on his body, as well as a pair of black briefs and green and white striped belt. A green mask fit over his face as a green strap vest appeared on his body, the Omnitrix appearing on the vest hooker.

"Lets kick it up a notch!" Kickin' Hawk screeched as he thrust his foot into Vilgax's iron gut and only succeeded in knocking him back a few feet. He then went for a roundhouse kick that would have knocked most people out cold or at least sent them falling, but the Chimera Sui Generis quickly grabbed Kickin' Hawk's foot with a lightning reflex that only a few species in the galaxy were known for; and only Vilgax was known amongst his own kind for possessing this kind of ability.

"Aw, man!" Kickin' Hawk whimpered as Vilgax whirled him around his head and then chucked him down the alley way, a sadistic grin crossing his face as Kickin' Hawk bounced painfully across the pavement a couple times before stopping just as the Omnitrix timed out.

"Owwww . . ." Ben moaned as he climbed to his knees and rubbed his aching skull while Vilgax lumbered up to him.

"I will ask you one more time before I crush every bone in your body! Give me the Omnitrix!" Vilgax demanded, slamming a large fist into the ground and knocking Ben back from the blow and sending him flying down the alley to crash into a stack of garbage cans. He groaned and stumbled to his feet just as Vilgax slammed his fist into him and pinned him to the brick wall behind him.

"Agh!" Ben hissed Vilgax tightened his grip on Ben, his claws digging into the brick and crushing Ben's chest.

"I have had enough of your meddling!" Vilgax snarled. "If you will not hand over the Omnitrix, I will tear it from your puny body after I crush you to a bloody pulp!"

"Now would be a really good time for somebody, anybody to help em right now!" Ben yelped.

"That's not going to happen, Ben." a sweet, silky voice hissed. The Omnitrix wearer rolled his head upwards to see fourteen figures all crouching on the rooftop above him, all of them leaping down to the alleyway and ever so slowly making their way towards Ben and Vilgax.

"Ahh, my pets. How nice of you to arrive." Vilgax purred with a dark smile.

"Pets?" Ben cocked an eyebrow.

"Did they not tell you?" Vilgax asked with a smile. "Your dear ghoulfriends, as you call them, find me far more interesting than the likes of you, earth brat."

"We live to serve, Vilgax." Frankie bowed down to the Chimera Sui Generis; the others followed suit without hesitation as Ben's eyes widened with fear.

"N-n-no! N-no! Not again!" Ben cried, trying to reach beyond Vilgax's claws and touch the Omnitrix, the one thing in the universe that had never let him down when others had given up on him. It had never abandoned him when he was alone, when he was scared, it never left him alone. It was always there for him with its soft, green glow and millions of DNA samples. But seemed now, even his greatest friend couldn't save him both death and the betrayal of those closest to him.

"Which of you would like to play with Tennyson before I crush him?" Vilgax asked maliciously.

"Let me, master." Nefera hissed, whipping out her pair of long, curved katana blades that glinted in the moonlight. Ben gulped as she ran the two blades over each other, creating a loud, metallic whine that sent shivers down Ben's spine as she stalked closer and closer to him, a cruel smile creeping across her lips while Vilgax watched with sick delight. Ben closed his eyes, waiting for the torture to begin, where he would surely wish for death and not receive it until Vilgax grew bored of hearing him scream and then decided to kill him in the most sick and painful way imaginable.

Except, fortunately for him, it never came.

A sudden flash of shimmering light swept across Nefera's body and she swiftly changed direction, plunging both of her blades into Vilgax's knee with a yell. The Chimera Sui Generis howled with pain, buckling down to one knee and releasing his grip on Ben, dropping him to the ground as he stumbled. Two more waves of light swept over Frankie and Venus before girls screamed and rushed at Vilgax; Frankie cracked her fists together, her bolts sparking as she sent 20,000 volts of electricity coursing through Vilgax's body as Venus raised her hands towards the heavens and summoned several massive roots from the ground that wrapped around Vilgax's body, squeezing him tightly.

One by one, the ghouls seemed to snap out of their trances and all attacked Vilgax; Robecca drove a metal fist into his jaw before blasting him in the face with her rocket boots; Avea kicked him in his nether regions with her sharp hooves; Jane morphed into a rhino and ran her horn through his other leg before twisting her head and sending him flying. Soon, Vilgax was down on his knees, restrained by Venus's vines and Jane's reptilian coils.

"You have not seen the last of me, Tennyson!" Vilgax hissed angrily as Twyla calmly walked up to him without blinking an eye. The Boogie Girl waved her hand over the Chimera Sui Generis and smirked as he screamed at the top his lungs, flickering like a faded light bulb before fading out of existence. Ben blinked as Twyla waved her hands over the rest of ghouls, sending them shimmering out of existence before she turned to Ben.

"Skelita's been telling me about your nightmare issue." Twyla said simply.

Ben sighed with relief. "So this isn't come other crazy-cuckoo nightmare."

"Nope," Twyla smiled. "But it's still a dream. Which means, I have to get going. So many sugar plums that must dance in little kid's heads." she shrugged with an apologetic smile. "I'll see you tomorrow, alright? In the mean time, try and think happy thoughts; that generally creates happy dreams." Twyla advised her image shimmered and faded away into thin air, leaving Ben all alone in the desolate city.

* * *

__Bzzzz!__

__Bzzzz!__

Bzzzz!

With a groan, Ben snapped open his eyes and sat up, blinking blearily as he tried to recollect what had just happened seconds ago and why he had been woken up in the first place; Spectra and Jinafire were still blissfully asleep on either side of him with Jane draped over the foot of the bed, sleeping peacefully and ignorant to the world around her.

__Bzzzz!__

__Bzzzz!__

Bzzzz!

Ben sleepily turned his head towards the source of the noise and saw his iCoffin blinking on top of the desk; he heaved a deep breath and crawled out from under the covers and over Jinafire, silently dropping his feet to the floor and shuffling over to the desk, still half awake. He curled his fingers around the device and barely noticed the picture of Nefera that was currently blinking on the screen.

"Hello?" he yawned.

"Ben? Ben, are you there?" Nefera's slightly panicked voice came from the other end.

"What's up?" Ben asked, still only half awake.

"I need you to get over here right now!"

Ben blinked and glanced at the clock on the wall next to the door. "Nefera, it's one in the morning. Why do I need to climb out of my nice, warm bed and rush out into the freezing cold to come over to your house?" he asked with a deadpanned tone.

"Because our relationship is at stake!" Nefera hissed.

"Meaning?" Ben wondered.

Nefera sighed with annoyance, though Ben couldn't tell if it was directed at him or not. "My dad found out about our relationship; he's not too happy that I'm dating that isn't famous or royalty."

This seemed to snap Ben back into reality; when it came to Nefera's father, their relationship had been somewhat rocky. In fact, the entire reason Nefera had been her original jerky attitude to Cleo and pretty much everyone around her was because of her father insisting that she should only look out for herself when the world fought against her. "Does he know I'm a Normie?" Ben asked.

"Thankfully, not yet. I managed to tell him you were another mummy, although he wants to meet you and make sure your up to his standards." Nefera replied.

"Alright, when do we meet?" Ben asked.

"Now." Nefera told him. "He only just got back from a business trip and wants to meet you now. And if there's one thing my father hates more than traitorous relatives, it's being kept waiting."

Ben sighed. "Alright, I be over there in a few minutes. Just try to keep him distracted long enough for me to transform."

"I'll try." Nefera sighed before hanging up.

"And here I was hoping for a peaceful nights sleep." Ben sighed as he slipped on his T-shirt, scribbled a quick note to the ghouls in case he didn't make it back before dawn, and slipped out of the room and down the stairs where he closed the front door behind him. He yawned again and turned on the Omnitrix, cycling through the roster before he selected Big Chill and slapped the activation button. Ben felt his skin began to scrunch up and harden as his bones slowly started to dissolve into nothingness. Four fleshy stalks suddenly burst from both sides of Ben's head, and he was now aware that he could see from 6 different perspectives until a hardened shell covered his original human eyes, and soon enough they lost all function together.A slight itching from the middle of his back produced large, insect like wings that were a dull yellow in color. A second pair of legs suddenly burst out from Ben's gut like some old alien horror film. His spine, what was left of it anyway, went out from his back and swelled at the end, forming a large, and very sharp stinger with poison sacks just above the point. His fingers melted into two sharp claws and a thumb, and his jaw jutted out as a few of teeth disappeared. The final touch was a rotting scent that, while Ben couldn't smell, he figured others would not be so welcome to it.

"And once again, this thing is fritz." Stinkfly sighed as he buzzed his wings and took to the night air.

* * *

"It is getting late, daughter."

"Yes, dad."

"And you know how I hate to be kept waiting." Ramses De Nile frowned underneath his bandages; literally every part of the monster's body was covered in bandages that hid his figure, leaving only his cold, piercing eyes to stare out at the world and his bony fingers to rest on his staff.

"Yes, dad." Nefera sighed, pinching her brow; she was dressed in a simple Nile blue nightgown and black pants to keep her warm with a fluffy golden bathrobe around her back and shoulders.

"Is there anything else about this Ben Tennyson I should know about?" Ramses asked after a few heated seconds of silence.

Nefera bit her lip; if what her dad had in mind was true, there was no way Ben would be able to accomplish the task without changing his form. And if her father was less than pleased with what he saw, which was most likely as he was rarely impressed by many things, she never be allowed to see Ben ever again. If he didn't have his loyal servants watching Nefera day and night, then he would ship her away to some far off place where she would live her life as he saw fit and never be able to see Ben again; even with his various alien forms it would take him weeks, maybe even months to track her down. And by then, her father could have simply moved her again, essentially sending Ben on a wild goose chase for the rest of his life. "Well . . . there is one thing that I forgot to mention . . ." she trailed off fearfully.

"And what would that be?" Ramses narrowed his eyes at his eldest daughter.

"She forgot to mention how handsome I am!" a voice interrupted.

Nefera and Ramses whipped their heads away from each other to see a tall figure strolling across the snow covered grounds of the De Nile estate with an air of royalty. He was tall, about two feet taller than Ramses, and was bandaged from head to toe, his fingers and feet nothing more than patches that drooepd slightly limp from his hands and feet. He had a black headdress with thin green lines and gold rimming the bottom. Around his neck and bare, upper chest was a thick, black and green color with eye-like spots on the shoulders. He had braces on his lower arms and ankles with green gaps and gold trimming and wore a shendyt around his waist held up by a green and white belt with a strange symbol on the front.

"Hmmm. I must say, he does pass the appearance test." Ramses mused.

"Thank you, Mr. De Nile." Snare-oh bowed low to the ground before the pharaoh.

"Hmmm. His manners are not bad either." Ramses noted, Nefera sighing with relief; her shape-shifting boyfriend was making a good impression on her father for the time being. She could only hope that he would be either impressed or at the very least okay with what would most likely happen next.

"I must say it is an honor to meet you, sir, and to be with your-" Snare-oh started before Ramses silenced with him with a quick gesture of his bony fingers.

"Talk is like the desert sand: It is worth nothing and changes direction with the four winds." the mummy merely said, turning on his heel and strolling back of the pyramid; Nefera and Snare-oh followed suit after sharing a look.

"Not too big on talking is he?" Snare-oh whispered to his ghoulfriend.

"You have no idea." Nefera sighed as the three of them passed through the doors and and traveled through several winding corridors that led into the throne room where there stood one large throne between two smaller yet still impressive thrones; Ramses ignored these and merely walked to the area in front of his own throne where he stamped the butt of his staff into the floor three times, each strike resonating off the walls. A loud rumbling shook the room as the floor in front of the three thrones slid back to reveal a hidden, dusty staircase down into the bowels of the pyramid.

"Let me guess: you want me to find some kind of lost artifact?" the Thep Khufan guessed.

"Close," Ramses nodded. "In order for you to be able to date my oldest daughter, you must travel down into our basement and retrieve for me an artifact my younger daughter Cleo left down there since the last century."

"Sounds simple enough." Snare-oh shrugged.

Ramses seemed to smile wickedly underneath his bandages. "It does, doesn't it? But beware, boy, for the basement is filled with traps that have claimed the lives of more than a few suitors of my daughters. As of late, Mr. Gorgon is the only to make it out alive, though not unscathed." Ramses replied sadistically.

"I would be shaking in my boots if I had any." Snare-oh gulped as he gave Nefera one last look before descending down the staircase just before the false floor slid back into place and drowned him in darkness. This did not hinder the Thep Khufan in any way, as the planets in the Anur System were constantly shrouded in darkness, forcing the inhabitants to evolve incredible night vision, though Anur Khufos did have a more considerable amount of sunlight than the other planets received.

Without much other choice, Snare-oh shuffled on through the dust filled crypt, his sensitive eyes picking up every last detail; cobwebs hung from the ceiling, sometimes in large curtains that the Thep Khufan had to shove aside to continue onwards while dust covered bones lay off to the sides of the tunnels, lying undisturbed for hundreds of years as scorpions and spiders skittered along the hieroglyphic covered wall and dust covered floor. After what seemed an hour or so of walking along a single, dark hallway, the room opened up into a large chamber with gigantic, rocky stalactites hanging from the ceiling and a huge, black pit that covered the entire floor of the room; all that joined one end of the room to other was a single, rickety rope bridge.

"And here we go with the cliches again." Snare-oh sighed as he decided to get it over with and started to cross the old, wooden bridge. The rotting planks groaned and creaked loudly under Snare-oh's feet as he ever so slowly made his way across the pit; below him was a seemingly bottomless, pitch black abyss of suffocating darkness that was bound to kill almost anything that fell in it. The Thep Khufan took another cautious step, wincing as the bridge groaned underneath his weight; another step and he would be halfway across. But just when it seemed the bridge would hold out long enough for him to make it across, the bridge gave a final creak and collapsed under his weight, sending the both of them plunging into the darkness.

"I should have seen that coming!" Snare-oh cried as he fell, snapping his bandages out and up towards the ceiling as he fell, being fortunate enough to wrap his long, flexible fingers around a large stalactite and stop his fall as the wooden bridge plunged past him and into the darkness; it didn't hit bottom for another five minutes. "What kind of basement is this!?" Snare-oh marveled before a low cracking noise caught his attention; the Thep Khufan fearfully glanced up to see a large crack run along the base of the stalactite he was hanging on for dear life to. "Aaaaaaand, the universe hates me again." Snare-oh sighed before the rock finally gave way.

"Fantastic." he managed to grumble sarcastically before he plunged down into the blackness again, the weight of the stalactite pulling him down faster than he could send another pair of bandages upwards to slow his fall. The Thep Khufan didn't even bother to scream as he debated over whether he should suck it up and try to survive the fall, change into a different alien to survive the fall, or change into a different alien to avoid the fall altogether; each option had either drawbacks that outweighed the benefits or benefits that outweighed the drawbacks. There was no guarantee that even his light body would survive the fall, and there was no easy way to determine how far it was to the bottom. On the other hand, changing into a different alien to either survive the fall or fly out of harm's way was easier to his health, but far more risky to his relationship; he had no idea whether Ramses would approve of Nefera dating a Normie of all beings, even if that Normie had a device strapped to his wrist that allowed him to change into a mummy-like alien.

"Oh, what the Hades? Might as well live to see my social life fall apart." Snare-oh shrugged as he released his hold on the stalactite and slammed a bandaged hand on the Omnitrix that resided on his belt.

"Eat it, Ramses!" the Thep Khufan managed to cry out in the hopes that Nefera's father would somehow hear him as the familiar green light washed over him and began to change his DNA. His body structure stayed similar to his human form, shooting up about a foot and a half as the Omnitrix worked its magic. His skin turned a pale gray and looked as if it would split and break with the slightest touch. His fingers became long, razor sharp claws as his eyes widened and turned entirely green. His flat human teeth grew into sharpened fangs, some of them not entirely fitting into his mouth and then curving over his lips. Muscles piled themselves onto his arms and chest as he felt his lungs grow very large and heart start to slow. He felt slightly empty and sort of drowsy, drained of the ability to eat normal foods and forced to eat . . . . other things. His feet became sharp claws, hidden beneath a pair of green boots. A tight, black and green costume that showed off his muscles covered him, a green mask with bat-wing horns appearing on his face. The Omnitrix symbol appeared on his chest as a thick membrane grew between his arms and his hips, forming wings and completing the transformation.

"Whampire? Eh, whatever works." the Vladat shrugged as he looked over himself. With a quick flap of his wings, the vampire-like alien halted his descent and soared back up through the inky blackness, flapping his arms every now and then to stay aloft until he landed on the other side of the vast pit with a sigh of relief.

"This is for you, my Jewel of the Nile." he breathed as he continued onwards.

* * *

Nefera winced as she spared a glance at her father, his grip becoming increasingly tighter on his staff as he watched the footage fed to him via video camera; just because Ramses was over 10,000 years old, didn't mean he didn't appreciate some of the privileges the 21st century had to offer. Although he did prefer using his thousands of servants for short travel, he greatly partook in the use of fancy aircraft and ships to get to more distant locations. And when it came to technology, he found the iCoffin, internet, and security cameras, he was more than happy to indulge.

"I take it what you wanted to tell me was that your boyfriend was not in fact a mummy, but a shape-shifter?" Ramses asked with an annoyed tone.

"Well . . ." Nefera trailed off.

"There is more? And here I here I thought I was placing my most valuable trust into my responsible elder daughter." Ramses huffed as he shifted himself on the plush couch in the De Nile living room, his attention never wavering from the gigantic flat screen TV hung on the wall; Nefera sat in a cushy chair adjacent to him, her attention flickering back and forth between the screen and her father. She nervously bit her lip as Whampire strolled into the next room and was immediately attacked by a gigantic, massive, three-eyed frog with a spiked, red collar around its neck with the name 'Fluffy' engraved on a bronze name tag.

"Seriously? You went with the whole Ten Plagues of Egypt Trail?" Nefera asked.

"If your boyfriend is to both impress me and stay with you, he will have to learn our family history." Ramses replied without sparing a glance at Nefera.

"He's been through far worse." Nefera grumbled under her breath as she turned her attention back to the screen as Whampire pulled himself out from under the massive frog's girth and spat a Corruptura out from his fangs at the gigantic amphibian, his face contorting into one of annoyance when the parasite simply slid off of the frog's slippery skin. The frog let out a massive croak and lunged at the Vladat, slamming into him and pinning him to the floor. Whampire struggled for a few seconds, digging his sharp claws into the floor and hauling himself out, breathing heavily as he glared at the gigantic amphibian that seemed to be grinning mischievously at him. With a hiss, Whampire flapped his wings and charged right at the frog, claws raised and ready to rake them through the frog's delicate skin; instead, the frog opened its jaws and snapped out its sticky tongue, snapping up the Vladat like a fly.

"Aw, well. So much for that one." Ramses shrugged, reaching for the remote.

"Wait for it, old man." Nefera hissed under her breath.

"What did you say?" Ramses narrowed his eyes.

"Wait for it." Nefera repeated, deciding to leave out the insult. Ramses cocked an eyebrow, the bandages above his eyes, quirking upwards. He turned his attention back to the screen to see the frog's belly to rumble and gurgle a bit, the gigantic amphibian giving one last croak of worry before it simply exploded in a flash of green light, a loud screeching noise coming over the monitor that forced Ramses to cover his bandaged ears while Nefera smirked as Whampire recoiled in disgust and wiped frog guts off of him before trudging onwards, mutter obscenities under his breath.

"You were saying?" Nefera smirked at her father.

"Hmmm." Ramses mused, his expression becoming interested.

* * *

"What kinda of messed up mummy fills a room with flies and a pool of blood!?" Whampire spat as he crawled out of the last room, picking stray houseflies off of his black and green suit and trying to ignore the rank spell body fluids all over him, though he was sure the blood had actually been either a massive amount of fruit punch or simply water with a ton of red food coloring in it. Long story short, the last few rooms had not been pleasant whatsoever. The room before the previously mentioned room had contained stack upon stack of crates full of zit cream and the room before that had been the lair of some kind of demon cow.

"What's next, a plague of locusts!?" the Vladat exclaimed as he entered the next room. And much to his horror, it was a pit full of hopping, jumping grasshoppers, all of their big, compound eyes trained on Whampire as he resisted the urge to break down and cry. And then of course, to make things even worse, the Omnitrix timed out in a flash of green light.

"Screw it." he grumbled under his breath as he turned on the Omnitrix and selected a random alien at will; Nefera's father may have been trying to get rid of him, but he was not about to let some ancient walking corpse wrapped up in bandages separate him from one of his loves. His skin turned a metallic sheen as his skeleton began to crunch and slither towards the surface of his body, coating his entire body in a tough casing underneath the metallic gleam. His fingers sharpened into small claws as his toes all fused together into a single digit before his heel ground and split into two other toes that bent backwards. A pair of insect-like wings split out from Ben's spin as his skull was pulled back into a small crest while his eyes split into a second pair. The Omnitrix appeared on the center of his face, surrounded by all four of his eyes, as a green and black body suit appeared on him, completing the transformation.

With a sigh, Nanomech buzzed his tiny wings and flew over the pit of grasshoppers, ducking and weaving under the massive creatures when they jumped and bounced all around, startled by his tiny, glowing body. With what felt a mile or so compared to the miniscule Nanochip, he had a lot of thinking to do. If Nefera's father ever relented on his oldest daughter dating him, he was going to take ever single last one of his ghouls out on a date to the most expensive restaurant he could afford before he would be sent home by Paradox. Hopefully. As much as he was enjoying himself in this world of Normies and Monsters, he was seriously starting to miss home. He missed hearing Rook confuse Earth expressions, he missed Kevin constantly insulting him with sarcastic comments and Gwen constantly showing him up in nearly everything she did. He even missed Grandpa Max's disgusting cooking! What he really missed though, was home in general.

By the time he was done missing, he was already on the other side, but he didn't bother to land; why waste precious time risking his life through semi-life threatening and disgusting traps when he could be curled up under some warm covers with the ghouls he loved? He instead kept flying through the door opening, mindlessly swooping through clouds of gnats almost twice his size as he reminisced about the time Rook's siblings had paid a visit to Earth and accidentally brought along their crazy martial arts teacher. He was so busy remembering he didn't notice the gigantic golf ball hurling right at him until it was too late.

"AHH! What kind of crazy person has this many golf balls in their basement! It's like a hailstorm!" Nanomech screamed as he darted to and fro, dodging the pebbly balls of death falling down upon him from some unhidden source; as to why the De Niles had this many golf balls in the first place a mystery to him, as Nefera nor Cleo ever mentioned anything about playing golf in their entire lives. With a grunt, Nanomech slapped the Omnitrix on his face and was engulfed in a flash of bright green light as another strand of alien DNA was injected into him, changing his appearance. He felt his head sink down into his neck, almost merging with his chest as only a small amount of muscles built up on his arm. Several of his teeth became crooked in the jaw or disappeared altogether as large amount of fat built up around his shrinking skeleton, insulating him as his skin turned a dull yellow and thickened to nearly four inches. His eyes rotated to the farthest apart they could go while remaining on the front of his changing face as his mouth widened. His toes were sucked back into his foot, leaving the toe nails as his fingers became nothing more than dull claws. A pair of green and white underpants materialized around him as the Omnitrix popped out of his belly button. The final piece of the transformation was when several wart-like growths swelled up on his forehead.

"Ow! Ow! Now they hurt even more!" The Worst cried helplessly as the golf balls bounced off of his indestructible skin. Unfortunately, indestructible did not exactly mean it wasn't going to hurt in any way as the Atrocian ran as fast as he could for the other side of the room, crying out with pain every time a golf ball struck his squishy, yellow body until he had safely made it through the door way and promptly fell flat on his face, exhausted.

"For the love of Ra, please tell me I'm there!" The Worst pleaded with whatever almighty deity was messing with his life for their amusement. With tired eyes, he glanced up to see that his sarcastic prayers had been answered; an amulet shaped like a falcon with a scroll in its talons sat on a pedestal in the middle of room under a conveniently placed spotlight. Unfortunately for the Atrocian, there were about ten very angry mummies, each of them having been sleeping in an open lid sarcophagus lining the walls, stood between him and the priceless artifact. These mummies were not like Cleo or Nefera, no they were wrapped from head to toe in bandages with swirling shadows spinning around underneath their wraps as their eyes glowed a blood red.

"You know what, Omnitrix? I give up." The Worst shook his head as the mummies stalked towards him, hissing and growling like savage beasts. "Surprise me." he sighed as he slapped the Omnitrix embedded in his bellybutton. Ben's arms swelled as his veins popped out, alien blood coursing through them as muscles piled themselves on top of each other. His legs became muscled as he stretched upward, growing taller and taller until he was a good two feet taller than the tallest mummy. Fur began to sprout all over his body, turning white on his chest, gut, hands, and feet, turning orange everywhere else. A few black stripes stretched across his broad back and shoulder, a handful of whiskers sprouting on his face. His eyebrows turned black and became longer as they grew up and off his head. His jaw jutted out as his teeth became sharper. His hands became larger and muscled as a single, black claw grew out of his wrist. The final piece of the transformation was the appearance of a green and black luchador outfit and belt with the Omnitrix on it.

"LEMME TELL YA SOMETHIN' MUMMY GUARDS THAT ARE CONVIENTALLY BLOCKING RATH'S WAY TO THE AMULET THAT RATH NEEDS TO EARN THE APPROVAL OF NEFERA DE NILE'S FATHER SO THAT HE CAN DATE HER!" the Appoplexian roared with severe anger as the mummies advanced closer and closer. "RATH WILL DESTROY YOU!"

* * *

Nefera was now biting her lip so hard she could feel a trickle of blood dripping down her throat as she dared a glance at her father. There were several different ways a father of Ramses personality would react; there was the very small chance he would not care at all and simply shrug off the fact that his oldest daughter was dating a Normie. Then was the sudden fury where he would yell at Nefera for a few minutes and then either forget about it or make sure she never saw Ben again. And finally, there was the Silent Fury that Nefera dreaded the most, where Ramses would refrain from talking for hours on end sometimes before suddenly exploding in a fit of rage that did not end well for most parties.

"Nefera De Nile, please tell me what I just saw." Ramses said in a tone that both told her there would be no arguments that sent shivers up her spine.

"A-A Normie?" Nefera gulped.

"So," Ramses huffed. "My eyes are not playing tricks on me?"

"N-n-no." Nefera admitted fearfully.

"Good," Ramses grumbled. "Now kindly explain to me _WHAT IN RA'S NAME YOU WERE THINKING OF!_" he roared angrily as Rath savagely attacked the mummies on screen, ramming his shoulder into one of them and then grabbing onto its feet, swinging it around in a wide circle to quickly wipe out all the mummies shuffling towards him; the Appoplexian then threw the mummy to the ground before back flipping up onto the pedestal that held the amulet and roared, "Lewodan Anvil Drop!" before leaping into the air and landing painfully on the mummy's gut, making sure to jab his elbow into the bandages just as a stray mummy came up behind him and put him in a choke hold.

"Uh, well . . . you see, I . . ." Nefera tried to avoid her father's stern glare.

"You dare soil our royal bloodline with this shape-shifting vermin!?" Ramses continued to berate her; Rath grabbed the offending mummy by the head and hurled him against the opposite wall before whirling around and slugging another one in the face. The rest of the mummies were starting to come to and pull themselves up from the floor as Rath reached behind him and grabbed two sarcophagi from the wall.

"Tetramand Cymbal Clap!" the Appoplexian bellowed as he slammed the cases together like a pair of cymbals over an unfortunate mummy's head, smirking with satisfaction when the mummy exploded into a cloud of ancient dust and bandages. Rath then whirled around and cracked one of the sarcophagi over the head of another mummy before slamming the other one into a third mummy's chest; both mummies exploded into dust and bandages as the sarcophagi collapsed into shards of stone and valuable minerals.

Ooh! Shiny!" Rath grinned upon seeing the glimmering gold. "Rath likes shiny!"

"It wouldn't be so bad, daughter, if he was a mummy like us, but you to pick a Normie of all creatures!?" Ramses roared loudly as Nefera cowered under his stern glare; Rath was down on the ground now, tussling with one of the large mummies as they rolled back and forth along the floor of the chamber. The Appoplexian eventually ended up on top of his opponent and slugged him twice in the head before grabbing him by the shoulders and screaming, "Satyrian Headbutt!" before ramming the bandaged corpse in the head and throwing him against the wall, not even bothering to watch him explode into dust as he roared tackled the next mummy to approach him to the ground.

"Parae Cortarix Chop!" Rath bellowed as he threw his opponent into the wall and before karate chopping the poor mummy in the area between his neck and shoulders, forcing his head down just in time to get a swift uppercut to his jaw; the Appoplexian then grabbed him roughly by the shoulders and throwing him into an approaching mummy, knocking both of them to the ground. "Asteroid Body Slam!" Rath cried as he threw himself at the two mummies and landed with a sickening crack on them, dissolving them into a cloud of dust.

"Look out he treats our culture!" Ramses continued on as Rath grabbed another sarcophagus, yelling "Thep Khufan Sarcophagus Shot!" before he beat another mummy over the head with it and then threw it at another one, smirking when they both exploded into dust.

"They attacked him first, dad!" Nefera protested.

"With incredible skill, I must admit." Ramses added bitterly as Rath was suddenly attacked by the remaining mummies all at once, tackling him to the ground and restraining him anyway they could to avenge their fallen comrades as the Appoplexian struggled and yelled obscenities. The ball of bodies suddenly lurched and began to roll around the room, slamming into the remaining sarcophagi and bouncing around the tomb like an out of control pinball of doom before suddenly crashing into the video camera that was recording the whole battle; the device went to static and died, leaving the TV in a hailstorm of black and white fuzz.

"And he just destroyed private property!" Ramses cried.

"That was an accident." Nefera squeaked.

"Nefera Euphrates De Nile, you are to never speak, look, listen to, or interact in anyway with Mister Tennyson for as long as I-" Ramses started to lay on the punishment before the entire pyramid rumbled once and then twice, Ramses flinching with every blow.

"What in the name of Osiris is that!?" Ramses wondered before the floor in front of them suddenly exploded into a cloud of stone, expensive carpet, and coffee table splinters; Ramses and Nefera were thrown back from the force, landing painfully on the large couch that encircled most of the entertainment center, coughing vigorously as a low growl filled the air.

"Lemme tell ya somethin' Ramses De Nile, Antique Salesman and loving Father of both Cleo and Nefera De Nile! Rath got your stupid amulet back! And by that logic, Rath is now aloud to date your daughter, whether you like Rath or not!" Rath declared loudly as the cloud of destruction dissipated to reveal the precious amulet clutched tightly in his fist, unscathed.

"WHAT IS WITH ALL THE RACKET!?" Cleo screamed like a banshee as she stormed into the living room, wrapped up in Nile blue sleeping bandages with her gold and brown locks pulled back and her face covered entirely in some kind of blue face scream that made Rath startle before he realized who it was.

"Oh, hi, Ben." Cleo dismissed the Appoplexian with little more than a short wave and small smile before rounding on her father and older sister. "How am I supposed to look my very royal best if I do not get my much needed beauty sleep!?" she yelled. "And why are you up so late in the first place anyways?"

"Dad found out about Ben." Nefera sighed, rubbing her aching temples.

"Yes," Ramses rolled his eyes. "And now that I have met him, I never want to be in his presence again. Now you can show yourself the door, or I can have my servants do it for you."

"Uh . . . Rath's not good at making choices!" the Appoplexian yelled.

"Servants it shall be." Ramses frowned, raising his hand to snap his fingers and call upon the several dozen servants it would most likely take to subdue the dimwitted alien before him.

"Daddy!" Cleo frowned. "You can't get rid of Ben! He's the best thing that ever happened to Nefera!"

"Yeah! What she said!" Rath roared.

Oh?" Ramses cocked an eyebrow, lowering his hand slightly. "How so?"

"For one, she's a lot less annoying and jerky towards me," Cleo rolled her eyes. "Plus, Ben's managed to smooth out her manners, her cruel nature, and, for lack of a better word, bitch-like personality, just to name a few." she went on as the Omnitrix timed out and reverted Rath back into Ben in a flash of green light.

"And don't forget the awesome sword skills I taught her." Ben grinned mischievously.

"Sword skills?" Ramses cocked an angry eyebrow.

"Hey, a princess's got to defend herself when her royal servants and guards don't cut it." Ben pointed out. "Unless you'd like to lose your oh-so-precious daughter that you tried to mold into a tyrannical tyrant?"

"That was the point!" Ramses roared. "She will never be fit to rule a kingdom if she is soft!"

"And yet, Cleo is clearly the better child." Ben shook his head. "She's got a network of close friends she can rely on when tasks are too big, a guy who loves her unconditionally, and an actual heart at her core; you took all of that away from Nefera when you were trying to prepare her for the throne. But you only made things worse."

"What are you saying?" Ramses narrowed his eyes.

"I'm no parenting expert, but I'm pretty sure having your daughter refuse to show up for any appointment you've set up for her is a sign of bad parenting."

"I have done no such-" Ramses started before Ben interrupted.

"She doesn't know how to function properly in the real world because she's lived such a sheltered life where she can have everything she wants at her fingertips without even lifting said finger. That made her lazy and reluctant to do anything that required actually working." Ben frowned as he sat down on the couch next to Nefera. "Now you can either let us continue to be together and try to fix all the damage you did to her, or I can go Humungousaur on your butt right now and mop the floor with it."

"You dare threaten a pharaoh!?" Ramses snarled.

"No, I dare to threaten my ghoulfriend's uncaring father." Ben narrowed his eyes. "If you truly loved your daughter, you would let her lead her own life as she saw fit instead of trying to turn her into a younger version of yourself. She never be like you because she doesn't want to be like you. She doesn't want to a cruel ruler that controls her subjects with fear. She wants to be ruler that controls her subjects with respect. And if that's not a good enough reason for us to stay together, then I don't know what is."

"You know he's right, Daddy." Cleo shook her head as her father remained stunned, absolutely silent upon hearing the words that slipped past Ben's lips and dared to assault his eardrums. "I'll be in my bedroom trying to catch up on my beauty sleep if any of you need me." Cleo yawned before bidding them all goodnight and shuffling back to her comfy bed; after what seemed an eternity of silence, Ramses heaved a sigh and rubbed his aching temples.

"Fine, Tennyson." he surrendered with great reluctance. "You have clearly proven your worth, despite being of an undesirable species. But from the limited about of information I managed to gather from Ms. Vondergeist's blog, you are indeed worthy to date my oldest daughter." Ben gave a big grin upon hearing this as Nefera relaxed for the first time that night. "But know this, Tennyson," Ramses growled. "Hurt my daughter, and no form of yours will be able to save you from my wrath."

Not like I haven't heard that one before, Ben thought. Perhaps it wasn't the best time to mention that he had about a dozen or so other ghouls that he was in love with at the moment. At least, not until he could Ramses to like him better.

"It's late, Ben," Nefera reminded him. "Would you like to spend the night? I can't imagine flying through the snow is pleasant, even if you change into Big Chill." Ben took one glance at Ramses and nodded once the mummy had rolled his eyes and agreed with great reluctance.

"Great! You can sleep with me!" Nefera squealed happily.

"Wait, what!?" Ben managed to yelp before Nefera grabbed his wrist and dragged him down the hallway towards Nefera's room.

"Keep it clean, you two!" Ben heard Ramses call from the living room as he was pulled down several more twists and turns that he quickly lost track of before Nefera finally dragged him into her room and shoved him towards the bed and pulled the door shut behind him.

"Relax, Ben," she smiled teasingly. "I'm not gonna get you in trouble with my father just have you managed to cool his jets."

"Oh, so you're gonna get in trouble later?" Ben asked sarcastically.

"Maybe," Nefera shrugged as she sat down on the bed next to Ben and leaned into his frame, wrapping her arms around him and hugging him lightly. "But for the moment, do you think you can give me a massage? I've so stressed for the last few hours."

"If this turns into something I'll regret later on, I am marching right out the door and not coming back until morning." Ben threatened.

"Relax." Nefera repeated. "Now make with the magic hands!"

"If my queen commands it." Ben smiled as he cracked his fingers and rested them upon Nefera's shoulders; the mummy sucked in a breath slightly before she relaxed as Ben gently pinched her stiff muscle tissue, slowly rolling her his fingers along her skin and applying pressure to stiff spots that would have made Nefera's body moan with protest. She moaned slightly as Ben moved his hands farther down her back, gently punching her sore muscles with his clenched fists before rubbing his hands across her, his movements becoming more limited as Nefera ever so slowly leaned back into his frame with exhaustion. Her eyes were slowly drooping shut as she rested against Ben's strong frame, her breathing becoming more shallower and laggard.

Ben took this as a sign that Nefera was satiated with his work and moved her down along the length of the bed, scooting over to the other side of the bed and slipping his shirt off before pulling the covers over Nefera and leaving his side of the bed; should Ramses get the idea to check up on the two of them, he didn't want the already suspicious father to get the wrong idea.

"Good night, my Jewel of the Nile." Ben yawned as he dozed off on the silk sheets next to his ghoulfriend.

* * *

The sun was slowly starting to creep over the horizon, sending beams of light twinkling through the icicles that hung from the homes and bare branch trees of New Salem and creating twinkling, shimmering displays that dazzled the eye. The air was crisp and cool, the still morning air occasionally being broken with the sweet song of a chickadee or low bellow of yawning dragon that had awoken during its winter hibernation. The occasional car would drive through the slush filled street, sending up glittering waves of the contaminated snow and ice before its loud hum was no more and it had vanished into the distance.

"Morning, Ben." Nefera sighed happily as she nuzzled her head onto her boyfriend's chest. Ben stirred for a moment, his chest sucking in a deep breath that pushed Nefera's head up with ease before his lose limbs stiffened and he stretched his still muscles, blinking his bleary eyes and trying stifle his awful morning breath as Nefera hugged him a little tighter. It was then that he noticed that somehow during the night, Nefera had rolled over and ended up right next to him, taking the covers with her and enveloping them both in a world of warmth and comfort; he immediately started to readjust himself, should Ramses decide to drop in, but Nefera held him nice and fast in his spot.

"What is your deal, Ben? You're acting like I have a case of Dragon Pox!" Nefera wondered.

"Your father . . ." Ben yawned.

"Oh, forget about him, Ben." Nefera rolled her eyes. "I don't care what he says, and Cleo didn't care either when he found out that Deuce was her boyfriend."

"I just don't want to lose you, is all." Ben murmured; Nefera smiled and hugged him a little tighter, simply enjoying the moment of being alone in complete solitude with her love. That is, until she remembered something.

"Oh, Sphinx! We're going to be late!" she hissed.

"For what?" Ben wondered.

"We were all going to open presents together!" Nefera reminded him; Ben blinked before slapping himself upside the head before throwing himself and Nefera off of the bed and towards their separate choice of attire; Ben simply slipped his T-shirt back over his head while Nefera grabbed some clothes and disappeared into her private bathroom to change as Ben sat on the bed, trying rub the sleep from his eyes. After what seemed like hours of waiting, the bathroom door opened back up in a cloud of warm steam, Nefera emerging like a wandering spirit of unimaginable beauty; she came out wearing her hair tied up into a tight bun with a thin, golden crown around her head and feathered earrings no doubt having been made from some of Egypt's finest bird feathers. She wore a brace around her upper left arm and lower right wrist with a lose, white shirt covered in golden beetles that exposed her midriff. Around her waist she wore a gold belt with a scarab beetle buckle and tight, black, blue, and white pants designed to look like wrapped bandages that showed off her curves with a pair of black and gold pumps on her feet.

"Beautiful as always." Ben grinned as he got up from the bed and stretched before turning to the Omnitrix and cycling through the available transformations before selecting Terraspin and slapping the activation button, engulfing himself in a flash of green light. His skin turned a light lavender in color, his entire body shrinking down to about half a foot tall. Ben felt an itching on his backside and craned his neck to watch as seemingly fragile, butterfly-like wings sprouted and began to automatically flap to keep his small body size airborne. His toes melted together into two small claws as white gloves appeared over his delicate fingers. His cheeks turned pink and rosy as his hair turned violet and curled back. His ears became pointed and elf like as a green and black dress covered him, the transformation complete when the Omnitrix appeared on his chest.

"Close but rrrrrr no cigar, Omnitrix! I can fly, but I'm too small!" the Nemuina pouted as Nefera smiled upon seeing him, finding him as adorable as a little puppy just days old; Pesky Dust was not so amused as he slapped the Omnitrix on his chest and waited as the brilliant green light did its work. His skin began to crawl as it hardened smoothed into something similar to an exoskeleton, yet not at the same time. It turned black as it raced over his body, blue blotches with lighter centers appearing all over him. His fingers became sharper as they turned into claws, and he could feel his toes melt into toe as a third claw sprouted from his heel with a loud grinding sound. His teeth fused together into two plates that felt like they could bite through almost anything as his eyes widened and became larger, turning a bright green with three dots. Muscles piled themselves up on his chest and arms, but the most important and noticeable change however, was the itching sensation he got on his back and head. With a sudden, sickly sound, four large wings ripped out of his back, bigger than his entire body. Two large antennae burst out of his head. The wings and antennae flapped around for a few seconds before gently and silently wrapping around their owner like a cloak. The final piece of the transformation was a suddenly chilled feeling in his core, a feeling that ran through his veins and arteries that felt as cold as ice; the transformation was complete.

"Big Chill? It'll do." he sighed as he folded his large wings over his hunched forward, still standing a good few feet over Nefera despite his stature. Once the mummy had quickly thrown over an expensive, deep blue fur coat with white trimmings, the Necrofriggian gave a quick flap of his wings and hopped onto her shoulder, gently digging his claws into the thick cloth of the coat and flapping his large wings as he steered them towards the large bay window; at the last second, he forced every cell in his and Nefera's body to shimmer and waver, becoming intangible and wisp-like in appearance as they phased directly through the wall and out into the cold, morning air before they became solid once more.

"So that's what being invisible feels like?" Nefera shivered. "I'm not so sure I like it."

"You get used to it." Big Chill shrugged his shoulders as he flew them over the surrounding suburbs. While most families were inside, with the children excitedly opening the gifts Santa Claws had brought them and their parents watching them with smiles on their faces, a few monsters had opted to enjoy the morning outside in the cold; the Necrofriggian startled a pair of Fire Elementals as they desperately tried to build a snowmonster without much success. They flew across several more blocks and past the town square where a gigantic Christmas tree decorated with ornamental skulls, spiders, and bats stood for all the town to see.

After a few more minutes of flying, the Necrofriggian began to make his descent, soaring down in wide, open circles towards the porch of Spectra's house, dropping Nefera to the ground once they were close enough before the Necrofriggian continued on and tumbled into a heap of wings, arms, and legs with a groan.

"Not one of your better landings?" Nefera guessed with a laugh.

"Forgot . . . to turn . . . intangible . . ." Big Chill agreed with a groan as the Omnitrix timed out in a flash of brilliant, green light.

"It happens to the best of us." Nefera reassured him.

"Sure. Because you can phase through walls." Ben chuckled with a sarcastic smile as he grabbed hold of the lion headed knocker, not even flinching when the brass knocker roared before cuddling up to his fingers like an ordinary house cat, and banged the knocker against the door, a loud booming noise echoing throughout the entire house.

"It's open!" Spectra's voice came from the other side; Ben then pushed the door open, holding it for Nefera as she strolled in before closing it behind him and turning onto a strange scene.`Frankie and Clawdeen were lounging on one of the sofas next to each other as Whisp absentmindedly picked away at her fingernails above them, floating on a shadowy, black storm cloud while Gigi braided her sister's hair out of boredom. Robecca and Venus were sitting on the other sofa with a purple leopard covered in deep, black spots at their feet while Vandala and Spectra floated curiously over their heads. Avea stood next to the sofa, her knees locked and her attention now turned away from the muted television set as Bonita relaxed upon seeing it was only her boyfriend and fellow ghoulfriend; Skelita sat in the remaining arm chair while Twyla lurked in its shadow as Lorna tried to stifle a yawn and Lilith rubbed the sleep from her eyes; Jinafire was curled up at Skelita's feet, still dozing, as Charmcaster came walking from the kitchen with Dragoon on her heals, their expressions similar to the others. What was most strange about the scene however, was that there were two familiar gentleman standing on either side of the TV, the former leaning on his cane and the other fiddling with his mechanical arm.

"Paradox? Hexiciah? What's going on?" Ben asked worriedly; normally when either of the time travelers showed up, it was never a good sign. If both of them showed up in the same place at the same time, then things must have been at an all time low.

"So you don't know what's going on either?" Dragoon muttered as he sat on the arm of the sofa Venus and Robecca were currently residing on.

Do not worry yourself Benjamin," Paradox reassured him. "All is well and as it should be."

"For the moment, at least." Hexciah added as he finished his tinkering and turned his attention to the conversation at hand after adjusting his black top hat. "On a related note, we come bearing wonderful news!"

"What kind of news?" Ben asked suspiciously; generally one person's opinion of good news differentiated from another.

"News I am sure you will enjoy." Paradox smiled.

"Um, Mr. Paradox? If could just get to the point please?" Frankie asked; Jinafire stirred, smoking drifting up from her lips as she yawned and rubbed her eyes, oblivious to Dragoon's longing look before Charmcaster slapped him upside the head.

"Indeed, Ms. Stein," Hexiciah nodded. "To put it simply, Mr. Tennyson is now able to return home; the inter-dimensional fields are all in alignment to ensure swift travel and all is well and as it should be right here for the moment."

Most people in Ben's situation would have jumped for joy, done ridiculous victory dances, cried with joy, or maybe even done an embarrassing combination of all three. Ben however, had frozen to the spot, his expression unreadable save for his wide eyes. "Paradox, not that I'm not happy to hear that, but what about my ghouls? I can't just leave them!"

"Do not fret, Benjamin," Paradox smiled warmly, shifting his weight from his cane. "They will be coming with you."

"We will?" Bonita squeaked.

"Worry not, Ms. Femur. I assure you that you will find Ben's dimension quite desirable." Hexiciah tod her with a tilt of his top hat.

"But why do we have to go? Not that I don't want to see where Ben comes from, mind you." Clawdeen added.

"Certain rules prevent me from telling you for certain," Paradox replied. "Certainly though, it will be adventure worthy of the gods." As if on cue, an plume of dark, purple smoke exploded in the center of the living room, accidentally destroying the coffee table in the process as the cloud died away to reveal a large figure standing in the living room over them all, a pleasant smile on her face. She stood perhaps twelve to fifteen feet tall and had flawless, ivory pale skin with bright purple eyes that flickered like candles. Her long, indigo locks wavered and crackled like a campfire, thin trails of smoke curling up from her scalp as she crossed her pale, arms over her well developed chest and curled her thin fingers over her wrists; she wore a simplistic purple robe with lavender trimmings, her feet invisible underneath and her black lips curled upwards into a kind smile.

"Speak of the devil." Paradox chuckled with delight. "Right on time as usual, Lady Persephone."

"I was not aware I was supposed to arrive at a certain time." Persephone raised an eyebrow.

"Time Travel, luv. Time Travel." Hexiciah reminded her asDragoon and all the ghouls but Avea shared surprised looks and immediately dove to the floor to bow before the goddess in respect.

"Oh, not this again," Persephone sighed. "Rise. Please refrain from doing that in my presence. My husband may be egotistical, but I am far from that. Really, I can barely stand it when billions of souls and Underworld monsters do it."

"Speaking of Hades, Mom, where is Flame Head?" Ben wondered.

"Trying to forget your latest victory over him." Persephone smirked as the ghoul's eyes widened even further between Persephone and Ben; Avea merely smirked and tried to hold back her laughter while Dragoon fainted on the spot.

"Mom?" Venus wondered.

"_Mama_?" Skelita repeated.

"Yes, my mom. In the adoptive sense." Ben explained. "Long story short, I kicked Hades's sorry but in the future before getting my butt kicked and then kicking his butt once more in the present once Persephone searched through my memories. We all caught up? Good."

"Forgive me for interrupting, Lady Persephone, but I assume you have reason to honor us with your presence?" Hexiciah coughed, trying to steer the conversation back to the matter at hand.

"Ah, yes," Persephone seemed to remember. "I wish to join you on your journey back to your world, Ben. I would very much like to see where you are from and to meet your true mother. She must be a wonderful woman to have mothered such a brave and heroic son such as yourself."

"Careful. You blow up his ego." Clawdeen warned the goddess with a laugh.

"I'd be honored, Mom," Ben smiled. "But I assume there's another reason for wanting to come with?"

Persephone sighed with annoyance before speaking. "Alright, alright. Hades won't stop whining about how all the other gods are going to hold your victory over his head, so I'm trying to get away from him a bit while he lies low and waits for the whole thing to blow over. He'll probably show his face sometime around the next century, but I'll take what I can get." the goddess shrugged.

"Glad to have you on board, Lady Persephone." Paradox bowed. "Now then, Ms. Doubloons, if we could all board your wonderful ship?"

"Aye, aye!" Vandala cried cheerfully; the cold blue ghost pirate then pulled out a set of what looked like car keys and pressed a button on the small device. A loud rumbling noise shook the house asDragoon, Charmcaster, all the ghouls, Time Walkers, and goddess rushed to the windows to see the Salty Spectre coming in for a landing above the street outside, Aye at the wheel and with a cheery look on his wavering face.

"All aboard!" Vandala cried.

"That's not a train." Spectra pointed out.

"Oh." Vandala mused. "Uh . . ."

"I'm afraid we don't have much time, Ms. Doubloons," Paradox shook his head as he glanced at the Chrononavigator that had taken place of his right hand. "There is trouble back home that is in dire need of some handling."

"What is it?" Ben asked worriedly as the large group boarded the Salty Spectre.

"Nothing you and your ghouls will not be able to handle, Benjamin." Hexiciah reassured him as the skeletal monkey screeched and hopped onto his arm, chattering loudly as the rest of the skeletal crew adjusted the sails and hauled up the anchor under Aye's command.

"Wait, what?" Ben started before the pirate ship groaned and took off on the chilly, winter wind, soaring higher and higher into the sky as the wind rushed past them all. Persephone was at the bow, her arms spread wide like a bird as she laughed warmly at having the cold wind play with her flickering hair. I looked rather odd to most, seeing a goddess acting like little more than a child, but when one was trapped down in the Underworld for half of the year, one tended to miss certain things such as open air and the world itself; how Persephone even managed to convince Hades to let her leave the Underworld in the first place was a mystery in itself. But it did not matter know as both Hexiciah and Paradox raised their hands in unison, summoning a large, swirling portal that was the color lavender in the winter sky.

Ben was finally heading home. And with his ghouls at his side and a smile upon all of their lips, he could only hope that things were still as he had left them.

**And there we go!**

**Ben's finally heading home! How great is that? Once again, the story does not stop here and will not stop for a few more chapters, so don't worry! Also, this will be the last chapter for a couple of weeks; I need to concentrate on passing my school year and then working on my other story plus some works for other authors that I promised to help. So be patient!**

**As always, comment, review, suggest, and request down below!**

**Hasta Luego!**


	48. The Return of Ben 10

**Hello, ghouls and gentlemonsters! Tis I, _Creaturemaster _back with another story for your enjoyment!**

**Announcement wise, thank you to every one who submitted their Nemetrix predators via reviews and PMs. There were many predators to chose from and some difficult decisions had to be made, so apologies to those that didn't make the cut. For this chapter, just to keep things interesting and full of suspense, only my own creation of the new predators to appear will be shown in this chapter; the others will make their appearances next chapter.**

**As always, comment, review, suggest, and request down below!**

**Onwards!**

"It has been four months, ladies and gentlemen, and the world is silently rejoicing as it receives the greatest Christmas present of all: the one man alien freak show, Ben Tennyson, is gone for good!" Will Harangue spoke into his microphone as he faced the news camera with a steely expression; the anchorman had once, believe it or not, been human at one point or another. But then, somehow or other, he had been turned from his handsome, human self, into a freak of nature with slimy, olive green skin covered in wart-like lumps, fin-like ears, slime-covered gills, tendrils that acted like a beard on his chin, and his hands had been replaced with disgusting tentacles. On either side of side of his head was a blank, yellow eye with a third eye smack dab in the center of his forehead. And even though he still wore his fancy suit, in the hopes that he would still be able to pass off as somewhat normal, the glasses on his face did not exactly help his case, especially since they never actually sat over any eyes whatsoever. "And in that time span has reached a peak of prosperity without the menace Ben Tennyson to stop us!"

Suddenly, a loud explosion rocked the city block behind him as Kevin Levin came flying through the air, yelling at the top of his lungs, before he slammed painfully into the pavement behind Harangue.

"Yeah. Some prosperity." the Osmosian grumbled with annoyance, rubbing his aching skull as a loud roar shook the air. A massive animal the size of a small truck blasted right through a convenience store that had been abandoned during the fight and bellowed; the animal lumbered on four, monstrous legs with scraggly, brown fur at the joints and four, gigantic, wicked claws on each foot. Sharp, spiky fur amongst real spikes covered the animal's back and a short tail with spikes like a Stegosaurus at its tip stuck out from the back of the animal with curved fangs that stuck up and down from both jaws at the front of the animal. Hanging onto the mutant's sharp, pointed ears was the madman behind the whole mess; he was tall and sickly, green skin, pointed ears, bleached hair and sharp fangs for teeth. He wore a green lab coat with a strange device strapped to the front, and black, rubber gloves on his hands. The most striking feature about the deranged lunatic though, was the fact that his rather impressive brain was encased in a tight, glass dome with strange, antennae-like devices sticking up and giving him the appearance of a humanoid ant.

"Go, my pets! Level this city to the ground!" Dr. Animo cackled madly atop his mutant prairie dog as a wave of twisted, animal experiments poured out over the remains of the city block, all of them eager to obey their master's orders. There were gigantic hornets the size of elephants with massive, serrated jaws, spiked legs, and stingers, kangaroos as big as cars with sharp horns on their heads and massive, gaping maws where their pouches would have been, and huge frogs the size of rhinos with large horns on either side of their heads and four, blood red eyes.

"Mr. Harangue!" Rook Blonko yelled as he brought the Proto-TRUK to a screeching halt next to a dazed Kevin and perturbed anchorman. "I must ask you to leave for your safety." the Revonnahgander told Harangue firmly.

"Make me!" Will snapped angrily as a swarm of mutant hornets buzzed overhead and devoured a billboard; Harangue's cameraman gulped nervously and tried to hold his ground, mainly because his boss would no doubt fire him if he fled the scene like any sane person would have done.

"Oh, for the love of- Eradiko!" Gwen sighed with impatience as she hopped out of the passenger seat of the Proto-TRUK and flicked her hand at Will and his trembling cameraman, wrapping and trapping them together in a ball of bright, magenta mana.

"You can't do this! This is withholding freedom of the press!" Harangue cried indignantly as he curled his tentacles into fists and fruitlessly banged on the walls of his prison. The Revonnahgander, Osmosian, and Anodite ignored him and turned to face their current problem just as half a dozen more mutant prairie dogs came tunneling up from under the street, sending chucks of road everywhere when they shook their fur and joined the carnage.

"Man, I wish Ben were here." Kevin grunted as he set a palm down on the road and absorbed the material, hard, crusty, black tar crawling up his arm and over his body, forming a thin, protective layer of the stuff that Kevin quickly morphed into a sharpened blade.

"You and me both." Gwen sighed.

"And you're sure we ain't get any back up?" Kevin asked.

"I am afraid not. The rest of the Plumbers are otherwise occupied, with the Alpha team currently battling Billy Billions, the Beta team fighting Trumbiulor, and every other Plumber we are able to spare handling the Vreedles." Rook sighed, taking the Proto-Tool off of his shoulder and loading, a loud whining sound echoing through the area as it warmed up.

"So, just the three of us against all odds with no help whatsoever." Kevin summed up before a sympathetic smirk crossed his face. "Just like old times, eh, babe?" he asked Gwen.

"Almost." Gwen sighed sadly before her expression turned into one of annoyance. "Lets get this done and over with."

"Way ahead of ya, babe." Kevin grinned wickedly. The Osmosian charged into the fray with an air of presumptuousness on his mug, swinging his arm in front of him as mutant prairie dog came charging at him; the blow smacked the animal upside the head with the flat of the blade, dazing it slightly until Kevin knocked it onto its side with a solid punch to the neck.

"Guess we can't let him have all the fun." Gwen sighed as Kevin effortlessly took out a swarm of mutant hornets, a cocky smile the whole time. The Anodite raised her hands, summoning balls of mana between her fingertips, and threw her projectiles at a mutant frog that was currently trying to squish a city bus under its girth, nailing the massive amphibian in the face before cupping her hands together and firing off a concentrated blast of mana at the frog, knocking it off the bus and into an old apartment building.

"Get them, my pets! Destroy them all!" Dr. Animo cackled from the safety of his mount as his twisted army of experiments turned their attention to the three Plumbers.

"Oh, dear." Rook bit his lip before he pulled the trigger on his gun and fired off several rounds of plasma bolts into the crowd, expertly picking off the mutants that would likely cause the most trouble for him and his temporary partners. He then quickly took the Proto-Tool in his right hand and lashed it towards the ground, the weapon shifting into a quantum staff just in time for the Revonnahgander to strike a prairie dog across the face and smashing it against the abandoned bus, the vehicle exploding into a fiery cloud of fur and metal. Rook then quickly ducked to the ground as mutant hornet tried to snap him up in its spiked legs, buzzing its wings to come back around and try to grab Rook again.

"STOP!" Dr. Animo roared; upon his word, every last mutant stopped in its tracks hovering in the air or sitting down on the ground to hear what their master had to say as Kevin, Gwen, and Rook lowered their respective weapons, simply confused. "Surrender now, or their lives are forfeited." the mad doctor grinned toothily, pointing with a rubber gloved finger to Haranague and his cameraman trapped helplessly in a mana orb as a massive frog held them tightly with its long tongue, slowly pulling the glowing ball towards it mouth.

"Hmm. Tempting." Kevin mused as Gwen threw him a glare.

"A hostage situation," Rook mused. "Have you ever dealt with one?"

"Well, there was that one time Emperor Milleous threatened to blow up the Earth if we didn't rescue his brat of a daughter from Sevenseven . . ." Kevin told him.

"And?" Rook asked.

"He ended up blowing up Pluto."

"Oh." Rook simply said.

"Hello!? Anyone at home?" Dr. Animo interrupted with annoyance. "I'm waiting for an answer!"

Kevin sighed. "Fine." he grumbled under Gwen's glare. "Forget about it, Freakimo!" the Osmosian yelled as he charged at the mutant frog and shifted his sharpened blade into a large hammer before he struck the gigantic amphibian across the face, releasing its hold on the mana bubble and sending it flying into another building; as if someone had flipped a switch, the battle resumed. A mutant kangaroo bounded over to Gwen, balancing back on its tail and lashing out with its feet as Gwen threw a large ball of mana at it. The mutant marsupial kicked the ball back at Gwen, actually seeming to smirk when the ball bowled over Gwen and flattened her into the ground. She groaned and started to pull herself up before the kangaroo leaped onto her back and pinned her to the ground.

"Gwen!" Kevin cried, rounding on his girlfriend and ramming a shoulder into the kangaroo's thigh before crying out in pain. It was like hitting a steel wall, sending waves of pain through Kevin's arm, a look of fear crossing his face when he saw the blow had punched clear through the protective layer over his entire body, a nasty purple bruise already starting to form on his shoulder. The Osmosian then cried out when something slammed into his back and started to pull him backwards. "Aw, man!" he cried just before he disappeared down the throat of a gigantic frog.

"Kevin!" Rook cried, rushing to the aid of his friend only to be cut off by a pair of prairie dogs. The two mutants screeched loudly and snapped their jaws,s talking closer and closer to Rook as they glowered at him with their soulless, orange eyes, their hackles raising as the spikes on their backs stood up. One of the prairie dogs bellowed and lunged forward, managing to catch Rook off guard and snatch his quantum staff in its teeth as it ran past and crashed into a parked car, its claws unable to grab a hold on the slippery road due to broken fire hydrant that had been destroyed during the chaos. Rook ignored the behemoth and instead balled his hands into fists, gesturing for the prairie dog to come at him. The mutant screeched and charged at Rook, pouncing on him and pinning him to the ground, only to be slugged twice in the lower jaw; the Revonnahgander took the opportunity to slide out from under his opponent and lash his leg across the mutant's face, only to have it catch his attack in his teeth and hold him there with his claws, growling in triumph as Rook struggled.

"With Ben Tennyson gone, I can rule the world!" Dr. Animo cackled. "No one can stop me now! NO ONE!" he cried to the heavens as his minions bellowed their approval.

"I beg to differ, Aloysius."

"Who dares!?" Dr. Animo cried with frustration, whipping his head when a loud, swirling noise and bright light caught his attention as a large, blue portal opened up in the middle of street to his right; a middle-aged man stepped through the vortex, a warm smile on his face as he strolled forwards with a cane between his fingers. One of the man;s hand was gone to be replaced by a metal lookalike with what appeared to be a clock embedded into the back of his hand and a white, lab coat over his person with a pair of goggles around his neck.

"Professor Paradox?" Gwen grunted.

"Indeed, Ms. Tennyson." the Time Walker smiled.

"What are you doing here, Professor?" Rook inquired.

"Returning something that belongs to you," Paradox smiled. "Or rather, someone. As said someone once said, 'It's Hero Time!'"

The three aliens and mad doctor looked at Paradox with utter confusion until a loud roar shook the air around them, the sky above them exploding into a burst of purple energy as a massive, swirling portal ripped its way across the sky with a loud bang! A gigantic ship with ragged, torn sails, a skeletal figurehead, and algae encrusted hull slowly and silently sailed through the portal through the warm air; Rook's eyes widened when he thought he saw what looked to be human skeletons decked out in pirate garb jumping about through the ship's rigging as if they were monkeys, their bony jaws twisted up into smiles as several other bodies rushed to the side of the ship. The anchor gave a groan before it plummeted to the ground and crushed a mutant hornet into a gooey pulp as it embedded itself deep into the pavement while half a dozen ropes suddenly were thrown over the side until they touched the ground.

"ARRRR! PREPARE TO BE BOARDED!" a loud, feminine voice roared as a glowing, blue figure dived over the side of the ship and spun dizzily around the anchor's barnacle encrusted chain, cackling madly as she spun around in tight circles and suddenly unclasped the massive sword at her side and decapitated a pair of hornets. There came more battle cries as more figures dropped down from the boat, almost all of them seeming to be girls; one of them had mint green skin, black and white streaked hair, and stitches that arched their way across her body; another was covered from head to toe in dark, brown fur and had a pair of canine-like ears poking out from the mane of curly locks on her head as she growled and bared her fangs; another girl had blood red skin and a pair of curved horns poking out from her forehead, a long tail with a spade-like growth at its tip, and a pair of bat-like wings jammed onto its back; and yet girl seemed to be a mash up of different creatures, with the lower body of a horse, the upper part of a girl, and the wings of a large eagle.

"Attack!" a girl whose body seemed to be entirely comprised of copper plating and rivets yelled as she flew low over the ground with a pair of rocket boots on her feet and rammed her clenched fists into the gut of the mutant kangaroo holding Gwen hostage, sending the animal flying into a building where the metal girl proceeded to slug it across the head and face.

The rest of the ghouls got into the action a girl with green skin and wild neon green and pink hair raised her hands towards the heavens, summoning dozens of thick, thorny roots from under the road that quickly wrapped themselves around several of the mutants and restrained or destroyed them by cutting off their oxygen supply; another one whose body was occasionally wrapped in bandages here and there whipped out a pair of collapsible blades and sliced off a hornet's wings before jamming the swords into the insect's exoskeleton and ripped out its organs, killing it; and yet another girl covered in golden scales and with a reptilian tail coming out from the base of her spine blasted a jet of flame from between her jaws at Dr. Animo's prairie dog, knocking the mad doctor off with a roundhouse kick as the mutant rodent screamed and caught fire, running out like mad.

"Hey, leave some for me too!" another voice cried that was all too familiar to Gwen. The Anodite gasped and looked up to see Charmcaster dive over the side of the ship, her fingers quickly grabbing onto one of the ropes as she spun and twirled her way through the air with what seemed to be misplaced joy until she touched down.

"Charmcaster!?" Gwen cried with disbelief.

"And her boyfriend too!" another voice cried; Gwen took the chance to glance up to see a tall boy dive over the side of the ship, his spiky black hair blowing in his face and his reptilian tail whipping out behind him as he plummeted and the changes began. A loud cracking sound filled the air as Dragoon's bones shifted and ground, lengthening and thickening as his changed. His arms began to swell as his veins bulged and pulsed, new blood forced through them as his hands trembled and shook violently, large claws growing from his fingernails and thick scales running up from his arm to the rest of his body. The scales began to cloak him as his frame began to expand, becoming bigger and bigger in size and stature as his head grew larger. His face suddenly expanded outwards into a sharp snout as his teeth ground and grew into razor sharp fangs. His tongue became long and forked as his ears suddenly morphed into a small pair of horns. A loud cracking sound filled the air as a large pair of horns grew from Dragoon's skull, a row of sharp spikes growing up from the vertebrae on his back. A skeletal tail suddenly whipped out from the base of his spine, quickly being wrapped in firm muscle and tissue before hard, red scales covered the muscle, a spade-like growth forming on the very tip of the tail as he was forced onto his four, changing legs. The most noticeable change however, was the suddenly appearance of two pairs of large, bat-like wings that slipped out from his back with a sickening sound and into the ground daylight, adding to Dragoon's new form and completing the transformation; a loud boom! Resonated through the ground as the massive reptile landed right behind Charmcaster, his body low to the ground.

"Correction: my dragon boyfriend." Charmcaster smirked. "Mercuta verihitis!" the sorceress cried as hands glowed an ominous pink and blasted a jet of concentrated energy at a mutant hornet, smirking slightly when the oversized insect exploded into a gooey mess; Dragoon bellowed and blasted a wave of fire out from his jaws and incinerating a row of frogs on contact, his toothy jaws turning upwards into a smile as the amphibians exploded into a gooey mess.

"Man, does it feel good to be back!"

"Is that . . .?" Gwen gasped.

"Could it be . . .?" Rook wondered.

"Is that who I think it is?" Kevin groaned as he managed to force the frog's slimy jaws open.

"NO! NOT HIM! ANYONE BUT HIM!" Dr. Animo shrieked.

"It's Hero Time, baby!" Ben cried as he dove over the side of the Salty Spectre and activated the Omnitrix, cycling through the roster before coming across a suitable alien and slamming down on the activation button. He felt his bones liquify and his muscles turn into soup. His fingers and hands melted together into long, elastic tentacles. Ben felt every fiber of his being pulled apart as his face hardened and his organs moved up behind it. A hard casing formed around his organs and face, turning into a hard face plate with black designs on it. He felt the Omnitrix slip inside him as his entire body suddenly turned into a large puddle of water, the face plate floating around in the water.

Overflow came crashing down to earth in a massive wave of water, blasting over everything within range before he morphed back into a more humanoid figure, summoning all the available water and moisture from the surrounding area towards him, building up his figure until he was only a little shorter than surrounding buildings. A loud, cracking noise echoed through the air as the Aguadite's feet and hands began to freeze and harden into crystallized ice as frozen spikes formed on his hunched back and along his arms as he bellowed.

"What up, dudes?" Overflow gave a mouthless smirk before he raised up a frozen foot and stopped it down into the road, sending out a low shock wave that knocked everyone off their feet as the Aguadite reached down with a hand and scooped up several mutant wasps in his hand, crushing the mutant insects into a gooey mess of innards and twisted, twitching legs. The Aguadite then stooped down and gently picked up a girl with light, purple skin and dark, indigo and magenta hair in his icy hands before tossing her high up into the air above his head; Gwen gasped, her hands already glowing a bright pink to save the falling girl as she fell when the most shocking and surprising thing happened. The girl's frame started to swell, becoming utterly massive as her clothes started to tear under her growing bulk. Her back expanded outwards as her neck thickened and suddenly lengthened to an impossible distance while her bones thickened and became more pillar-like. Her skin hung off of her like a wet, paper bag before suddenly snapping back into place, now a pebbly texture instead of being nice and smooth. A loud cracking sound filled the air as she fell as her spine lengthened out into a long tail that was quickly wrapped in muscle and skin while her eyes moved to either side of her face as her head bulged forward. Her teeth ground and cracked, becoming flat-like and perfect for chewing plant material as her organs sloshed and moved about inside of her, growing larger and larger as a large claw sprouted from her thumb as her hands and toes fused together into large, flat feet, completing the transformation.

"Duck and cover, dudettes!" Overflow cried as his large figure dissolved into a wave of water and slithered under a car for protection as the colossal Brachiosaurus came crashing down with a loud bellow, crushing a group of frogs and hornets underneath its massive bulk and talking out a mob of mutant kangaroos with a swish of its massive tail; Dragoon attacked from the skies with Charmcaster on his back, the four-winged dragon spitting fire in all directions as Charmcaster rained down spell after spell on the unfortunate mutants.

"You think you can stop me Tennyson!?" Dr. Animo spat now on the back of gigantic, mutant hornet. "You will never defeat me! NEVER!"

"You really think you're a _cut_ above the rest, huh, dude?" Overflow joked as he reached deep within himself tapped the Omnitrix disk with an icy claw, a bright, green light washing over his liquid figure and changing his DNA. His fingers quickly fused together into razor sharp points as his wrists and arms became wider and harder, like semi-flattened blades. A small, pentagon-shaped notch appeared in the inside of his arm just before the joint, a sharp blade popping out at the elbow. His skin turned a tough red, the points and blades turning a bright white as black lines etched themselves across Ben's arms. His arms became thinner the rest of the way up as muscles piled themselves into the shoulders and chest region. His feet morphed into sharp points similar to his hands, sharp blades popping out on his knee caps as more black lines appeared on his body. His face split into three, rounded horns, each of his two now entirely green eyes sitting on a horn as the Omnitrix appeared between them on the third. The final piece of the transformation was the addition of a pair of black briefs, green and white belt, a green strap vest and a pair of green shoulder pads.

"It seems I now have an _edge_!" RazrEdge cracked.

"Someone kill me now." Kevin groaned as the mutant frog puked him up in a disgusting, slimy mess.

"With pleasure, Levin!" Dr. Animo cackled as he jabbed a finger towards the Osmosian and sent a swarm of hornets at him. Kevin gasped, unable to defend himself so quickly and braced for the worst when suddenly the entire swarm was sucked into the shadow of a looming building by dozens of dark, tendrils that seemed to be made of the shadows themselves; loud screeching and hissing came from within the darkness before the insect's hollow exoskeletons came flying back out, clattering loudly to the pavement as a loud burp came from the shadows. "Excuse me." a timid voice apologized.

"Ahh! Ben!" a girl with delicate insect wings coming out of her back and a pink, skeletal body cried as a mutant frog snapped out its long tongue and wrapped it around her, pulling her back into its mouth and swallowing with a loud croak.

"Bad frog! Bad frog!" RazrEdge cried as he charged right at the massive amphibians and plowed straight through its body with a sickening slicing motion and loud splatter as he cut right through the mutant's stomach and came out the other side with the girl in his arms; the frog gave a final rumble before sagging to the ground, dead.

"Thanks, Ben." the girl shivered, wiping stomach juices from her skin with disgust.

"Anytime." the Parae Cortarix told as he set her down before turning on Dr. Animo. "It's over, Dr. Wacko!"

"Not ever, Benjamin!" Dr. Animo snapped angrily. "I'm sure where you went or how you managed to get back, but I will make sure you will remain forever lost!"

RazrEdge rolled his eyes before tapping the Omnitrix on his chest and immersing himself in a bright, green light. "Good luck with that." he grinned as he began to change. Ben felt every fiber of his being being ripped apart at the molecular, maybe even the quantum scale, becoming lose and separated. In a way, it was similar to being Goop, but this time it was beyond painful. He felt a darkness within him, like a vile serpent that was curling its way around his heart as the dark fibers began to condense back together into a somewhat more solid form. He watched from what seemed like a third person view as the black fibers, shadows seemed to be the more proper term, twisted and turned and molded together, forming the standard body shape for a four legged creature, complete with four muscled legs that ended in sharp, black hooves, and a tail that consisted mostly of stray hairs, much like a horse's. The sequence didn't stop there as the shadows began to form what seemed to be the head; except they didn't. Instead they morphed themselves into a muscled torso, Ben watched as four thin, yet muscled, arms formed on the torso and chest, two on either side. A small, somewhat human-shaped head formed on the end of a thin neck, elf-like ears forming on either side of it as white orbs took the place of the eyes. Dark, midnight colored hair sprouted from the scalp, tightening and condensing into long, wavy black hair tied into a ponytail. Ben then felt himself get sucked back into the lifeless body, his essence taking residence within the core as clothes began to form on the body; a dark green colored chest plate that contrasted nicely against the being's shadowy skin that swirled and whirled about with little control; arm and wrist guards with black stripes against dark green; spiked shoulder pads that framed a Roman style helmet with a bright green plume of feathers running down it. The agonizing transformation was complete when the Omnitrix appeared on the center of the chest plate.

"AGH! IT BURNS! IT BURNS!" Phobos cried helplessly as his dark figure began to distort and waver, a loud hissing filling the air as black smoke curled off the Varjoain's body. "WHY DID I THINK THIS WAS A GOOD IDEA! AAAAHHHH!"

"I don't know what's going on, but I am loving it!" Dr. Animo cackled as he watched Phobos writhe in pain, just before a girl with light blue scales, sharp fins, and a long reptilian tail with a webbed fluke at the end tackled him off of his mount and to the pavement, the two of them rolling a distance before coming to a stop.

"How was that?" the plaid wearing girl asked.

"Perfect! Fire in the hole!" another girl with shadowy skin, dark blue hair the color of midnight tied up in a ponytail, and a wispy tail for legs smiled as she summoned a rocket launcher into her hands and fired off the weapon into a kangaroo's mouth, knocking the mutant marsupial back into the remains of an apartment building where it exploded in a small fireball. The ghost-like girl then turned the weapon directly at Dr. Animo's face, her finger teasing the trigger. "Call them off, or I will blow your head off." she threatened.

"That is a bit extreme, no?" Rook asked Gwen.

"Very." Gwen agreed, her hands glowing a light pink as Phobos continued to run around like mad, trying to sooth the pain that was coursing through his body as the burning sunlight struck his body.

"Never!" Dr. Animo cried. "You will tremble before the might Dr. Aloysius J. Animo!" the mad doctor cackled as another wave of mutant prairie dogs tunneled up the sewers all around them, screeching loudly and snapping their jaws open and shut.

"**ENOUGH!**" a loud, booming voice roared from above. The entire battle froze, as if someone had hit the pause button the TV remote, and glanced upwards as the sky began to darken and thunder boomed in the distance. The shadows started to bubble like liquid before suddenly shifting out of their boundaries and into the world, a loud hissing sound filling the air as the shadows are swirled up into the air in a dark cyclone of dark energy before scattering to form a sort of shield over the entire city block, blocking out the sun and turning what little light was left a dim shade of gray.

"Rise, my son. Take vengeance!" a tall woman cried as she descended down to the ground. She stood perhaps twelve to fifteen feet tall and had flawless, ivory pale skin with bright purple eyes that flickered like candles. Her long, indigo locks wavered and crackled like a campfire, thin trails of smoke curling up from her scalp as she crossed her pale, arms over her well developed chest and curled her thin fingers over her wrists; she wore a simplistic purple robe with lavender trimmings, her feet invisible underneath and her black lips curled into a deep smirk.

"With pleasure." Phobos grinned, cracking all four of his knuckles. Dr. Animo gulped nervously as the Varjoain summoned four, razor sharp blades into his claws and narrowed his eyes. With a yell, Phobos charged into the thick of battle, nothing more than a green and black blur as he cut down mutant hornets and trampled them beneath his hooves, decapitated prairie dogs, stabbed mutant frogs through the brains before cutting off their tongues, and sliced kangaroos into two, not even phased by the blood that covered him. He attacked a mutant frog, stabbing two of its blades in its eyes before slicing off its front legs with the other two and stabbing all four of the blades into the amphibian's brain before moving onto a kangaroo, ramming his head into its chest and kicking in the jaw with his sharp hooves, knocking several teeth lose before Phobos cut off its head with a swipe of his sword.

"What happened to him?" Gwen wondered with slight fear and awe as Phobos spent less than a second on each mutant he came across, ending their lives before they knew what hit them.

"Has Ben not killed his enemies before?" Rook wondered.

"Sometimes but . . . never like this." Gwen explained.

"Benjamin has been through quite a lot in the past four months." the tall and seemingly powerful woman explained, quietly strolling over to them and leaning against the Proto-TRUK, dwarfing it as if it were nothing more than a table to lean on.

"Who are you?" Kevin frowned, morphing his hand into a large hammer and patting it into his open hand threateningly.

"I am Benjamin's mother." the woman replied.

"Last I checked, Sandra Tennyson is still currently residing in the suburbs of Bellwood, wondering where Ben has gone." Rook cocked an eyebrow.

"I am not his biological mother," the woman corrected herself. "I am his adoptive mother, Lady Persephone."

"Pardon me for asking, but is Persephone not the name of the mythical god Hades's wife?" Rook inquired.

"The very same." Persephone sighed unhappily.

""Prove it." Kevin narrowed his eyes. Persephone sighed and snapped her fingers, a large crack forming in the road at the Osmosian's feet; the gap seemed to lead down to the bottom of the world, never seeming to end its pitch blackness. A sudden movement made Kevin jump back with fright as a lone, human skeleton slowly crawled out of the crack in the ground wearing a barbarian's helmet, chest plate, and boots while carrying a long, curved sword in one bony hand and holding a rotting shield in the other. "Is that good enough proof for you?" Persephone asked.

Kevin's eyes widened with fear before he dropped to the ground and bowed. "All hail Lady Persephone, Goddess of the Underworld!" he cried. "Please don't kill me." he added quietly as Gwen tried to stifle her laughter.

"Oh, please stop that," Persephone sighed, pinching her brow. "Why is it that whenever I meet someone new, they always bow down to me?"

"Perhaps it is because of your status as a powerful deity," Rook mused. "That, and your startling height for one of human resemblance is quite frightening."

"Oh." was all the goddess had to say before she snapped her fingers and shrank down to the height of an average, human female with little more than a smooth, slurping sound. "So you are all aliens?" Persephone asked; Phobos came racing by with a mutant hornet on his back, managing to stab the gigantic insect in the head before he threw the carcass at a large frog.

"Pretty much." Gwen nodded, a bright, pink light washing over her frame and transforming her into her Lucky Girl outfit for a brief second before she changed back into her human form. "What, you don't have aliens where you come from?"

"It hasn't really been proven, but we do occasionally see the stray extraterrestrial life form," Persephone shrugged. "Though their more human-like than what my son can change into with the Omnitrix." Before the goddess could elaborate, they came a loud, girl-like scream; everyone turned their attention to see Phobos holding Dr. Animo a foot above the ground by his throat, a steely gaze trained on him while the scaly girl that had been holding the mad doctor captive nursed a bite wound on her arm. "Ooh," Persephone winced. "That's not gonna end well for him." she whispered to Rook as the mad doctor screamed at the top of his lungs in a fashion very similar to a little girl that had been frightened by the monster underneath her bed.

"Fine! Fine! I surrender! I SURRENDER!" Dr. Animo screamed. "Just keep those dreaded needles away from me! Keep them away!"

"Needles?" Kevin raised an eyebrow.

"Varjoain's possess the natural ability to scare their prey senseless but making them see what they fear the most, feeding off on the chemicals the brain creates when it is in a stressful situation." Rook explained. "It would appear Animo harbors a deep fear of needles."

"I know there's a joke in there somewhere, but whatever it is, I can't find it." Phobos grumbled as he dropped Dr. Animo to the floor as the Omnitrix timed out and brought Ben back to the world in a flash of green light; the mad doctor curled up into a fetal position at his feet and started sucking his thumb while ghost-like girl made her rocket launcher vanish in a poof of smoke and cautiously poked him.

"Ben? Is that really you?" Gwen asked.

"In the flesh." Ben grinned before Gwen tackled him into a tight hug and Kevin gave him the mother of all noogies while Rook attempted to give him what he had learned was a 'the bumping of the fist'. All seemed well before Gwen suddenly drew back her hand and slapped Ben clear across the face, leaving a pulsing, red mark on his skin. "Don't ever disappear on me again!" she screamed.

"Good to see you again, too." Gwen rubbed the sore spot on his face. "Allow me to introduce you to all my ghoulfriends."

"G-ghoulfriends?" Rook fumbled over the word for a second.

"The monster equivalent of a girlfriend." Ben explained; a girl with mint green and long, black and white streaked hair walked up to Ben, smoothing down her dress and readjusting the many stitches that crossed her arms and legs, ignoring the stares from Rook and Gwen and Kevin's slackjawed look as he looked at her and glanced back and forth between her and Gwen. "This is Frankie Stein, Daughter of Frankenstein's Monster. Frankie, this is my cousin Gwen, my friend Kevin, and my partner Rook." Ben introduced both parties to each other.

"Hi! Nice to meet you!" Frankie waved, taking Rook's hand in hers and shaking it. "Ben's told me so much about you." she added when her hand suddenly popped off; Kevin promptly fainted as Frankie's hand skittered around on its fingers along Rook's arm and across his shoulder before jumping back to its owner.

"Sorry!" Frankie apologized as she managed to grab her missing limb and reattach it to herself. "That happens sometimes."

Ben, are you sure this is not merely a female Transylian?" Rook asked, shivering slightly as Frankie flexed her freshly attached appendage.

"Tell me, Rook. Does she looked anything like Frankenstrike?" Ben asked.

"No." Rook admitted after a while.

"That's what I thought," Ben said with a victory smirk. "This is Clawdeen Wolf, Daughter of the Wolf-man, and Bonita Femur, Daughter of the Mothman and a skeleton." Ben continued, gesturing to a girl covered entirely in a short layer of dark, brown fur with a pair of dog-like ears on her head and sharp, painted claws on the end of each of her fingers and a girl with platinum blond hair, a pair of delicate, butterfly-like wings, and a dress that looked like it had been crafted out of bits and pieces lying around.

"H-hi." Bonita waved nervously before darting behind Ben when a car alarm suddenly went off and startled her.

"She's easily scared." Ben explained before turning to the ghoul that had been bitten by Dr. Animo; she wore a short, tartan skirt with a deep, red top with a black belt around her waist and dark pumps on her feet. A small beret with a plaid design sat on her curly, red locks and sharp, spiny fins jutted out of her ankles and arms. Next to her was a girl with smooth, green skin and a punk hairstyle with neon green and pink streaks though it, much like a wild flower in bloom as sharp, little fangs poked out from her lips.

"This is Lorna McNessie, Daughter of the Loch Ness Monster, and Venus McFlytrap, Daughter of the Plant Monster." Ben went on before trying to coax Bonita into pulling her sharp nails out of his shoulder in the least painful way possible. Lorna gave a small wave before glancing back nervously at the bite Dr. Animo had given her, which was starting to swell. Venus merely gave them all a friendly wave before a girl with metal plated, copper skin with rivets and bolts holding her together and long, black and blue locks descended from the sky on her rocket boots and pulled her into a hug before pecking her lightly on the lips; if it was possible, Kevin's eyes widened even further and his jaw dropped farther to the ground.

"Uh, Ben? Mind tellin' me why Venus just kissed a robot?" Kevin asked, unable to tear his eyes away from the two as they hugged each other.

"Oh, that's Robecca, Daughter of a Mad Scientist," Ben said without concern as he finally managed to persuade Bonita to let him go. "In addition to both of them being my ghoulfriends, they have a relationship with one another and Jane. A harem within a harem if you will." Ben explained.

"Pardon me for asking, but is not having multiple spouses frowned upon in your culture?" Rook asked.

"Mostly," Ben nodded. "Don't really care though."

"Who's Jane?" Gwen asked before a large shadow cast over her. The Anodite rolled her eyes skyward to see the

Brachiosaurus towering over her, dwarfing her, and looking at with its head turned to side get a better view of her as it rumbled.

"That would be Jane," Ben replied. "Jane Boolittle, Daughter of . . . well, we're not exactly sure." Ben admitted.

"What do you mean you don't know?" Gwen asked, slightly concerned.

"She was found alone in the jungles of Afreaka before she was adopted by Dr. Boolittle," Ben explained. "She can talk to animals and, we actually just found this out recently, transform into them at will."

"She possesses the Nemetrix?" Rook wondered worriedly, reaching for his Proto-Tool.

Ben shook his head. "No, she does it naturally. We're pretty sure she's a shape-shifter though." he told them before turning his head to address the dinosaur. "Do you mind turning back into yourself? It's kind of awkward having to yell just to talk to you." The Brachiosaurus bellowed, which Ben took as an agreement of sorts, before it closed its eyes and focused on in image in its head. Her violet skin began to blister horribly, feathers patterns printing themselves across her arms and legs as her nose and mouth fused together in a horrific show into a hard, horny beak. Her lavender eyes turned gold in color as they moved a little ways away from their current position, sharpening to a thousand times better than before as her arms cracked and shifted their bones into a different position. The feathers all across her body were popping out in quick, random movements all across her body as her clothes disappeared off of her body, her feet tearing through her shoes as they melted into three talons; her heel ground and groaned as it was forced out the back of her foot, becoming a forth toe as her legs thinned and became scaly and hard. Tail feathers sprouted from the base of her spine as she shrank down to the size of a cat, her arms spread wide as wing feathers suddenly popped out, completing the transformation.

With a screech, the purple eagle flared its wings and descended down onto Ben's shoulder, gently digging its talons into his shirt before it started to preen its wing feathers. "She's . . . shy." was all Ben could say.

"To put it lightly." Robecca sighed, scratching the bird's head as it cuddled up to her fingers.

Two other girls walked up to Ben, wiping their sweaty brows with the backs of their hands as they approached; the first had black and marigold streak hair, her bony skull decorated with bright colors and pearly white bones composing her entire body, save for the black top that fit over her ribcage and multicolored skirt around her pelvis. The later of the two had smooth, blood red skin and piercing eyes under dirty blonde hair that hung over her face but effortlessly curled around her curved horns. She a wore a worn, white T-shirt with ragged edges and a patch torn out in the back that allowed her bat-like wings out into the world as a long tail with a spade-like growth at the end flickered about at her feet.

"Skelita Calaveras, Daughter of the Skeleton, and Lilith Van Hellscream, Daughter of a Monster Hunter." Ben introduced the two ghouls.

"How can she be the daughter of a Monster Hunter?" Gwen asked.

"Long story short, she was once human before she got turned into a Jersey Devil thanks to Jury Rigg and a little mishap with a DNA Annihilator." Ben summed up as Skelita shook Rook's hand, only to have her arm pop off below the elbow; the Revonnahgander visibly flinched slightly as he handed the limb back to Skelita, who effortlessly popped it back into place.

"You poor thing." Gwen worried for Lilith.

"Ah, don't worry about it," Lilith smirked. "Being a Monster's way more fun than being some Normie."

"What did she just call me?" Gwen asked Ben.

"It's a slang term Monsters use. It's what they call humans." Ben explained as two girls descended from the air and alighted down on either side of him, hovering a few inches above the ground; the first glowed a ghostly blue and had pale, blue skin and dark, blue locks with several pink streaks on her head underneath a pink captain's hat. She wore a captain's jacket around her figure with her gigantic, bloodstained sword clipped to her belt, the handle looking like a large octopus. Her right leg was entirely made of bronze beneath the knee, earning a cringe from Gwen. The second girl glowed a light lavender in color and had pale, white skin underneath her dark, indigo and purple locks and wore pink boots wrapped in chains on her feet, her purple lips twisted upwards in a bright smile.

"Meet Vandala Doubloons and Spectra Vondergeist, Daughter of a Ghost Pirate and Ghost, respectively." Ben introduced the two ghouls to his friends; Kevin let out a loud scream when Spectra' hand went right through him before she playfully phased directly through his entire body.

"Amazing to think there are actual ghosts that exist in alternate dimensions." Rook said with amazement as Vandala phased through him and swiped his Proto-Tool, morphing it into a blade and stabbing at the air.

"Trust me when I say that's the least weirdest thing I've seen," Ben chuckled as another alighted down from the air next to him, touching all four of her legs down on the ground and flaring her wings slightly. She quickly smoothed down her hair as her tail flicked away a cloud of annoying flies that had come to feed off of the carcasses that dotted the city block. "Exhibit A: Avea Trotter, Daughter of a Centaur and Harpy." Ben went on. "And beautiful all the same." he added when a look of anger crept across Avea's face.

"I think I'm gonna throw up." Kevin gagged, holding his stomach.

"Ya know, you could learn a thing or two from Ben" Gwen glared at him before realizing what she had just said. "What am I saying?" she muttered under her breath.

"What, you think I can't land a girl?" Ben quirked an eyebrow up, smirking deeply as two flashes of smoke exploded behind him and two figures stepped out, their arms crossed over their chests as they bowed slightly to Rook, Gwen, and Kevin. The figures were identical in almost every physical way with the only difference in the two being their clothes. While one of them wore a lose, Arabian styled top with one half been a darker pink than her skin and the other half being a deep blue. She wore tight, black shorts with gold designs on the sides and a pair of curled pumps on her feet. Her counterpart was a deep turquoise while her twin was hot pink, and her top's colors were switched with turquoise pumps on her feet.

"These gals are living proof," Ben smiled. "Meet Gigi and Whisp Grant, Daughter's of the Genie of the Lamp."

"Genies?" Kevin's jaw dropped.

"Of the Lamp," Ben grinned before he remembered something. "Aaaand, their Dad is absolutely nuts." he added.

"Hey, you'd go crazy too if you were trapped in a lamp for thousands of years." Gigi defended her father.

"Like me!" Whisp added gleefully.

"Oi." Ben face palmed himself.

"Do not despair, Ben," another ghoul said as she bounced off a car, back flipped through the air and landed next to Ben. "I am sure she means well." the ghoul smiled; she had long, green locks and golden scales that covered her from head to toe with claws tipping her delicate fingers. A long, reptilian tail with a plume of green fur at the end. She wore a deep purple qipao dress with a golden belt around her waist a slight smile on her purple lips. "I am Jinafire Long, Daughter of a Chinese Dragon and an exchange student at Monster High." Jinafire bowed low to the ground. "It is an honor to meet you."

"What is this Monster High?" Rook cocked an eyebrow.

"It's a pretty cool high school for Monsters, duh." Ben rolled his eyes before a whispery noise caight his attention. "Come on out, Twyla."

"Are you sure?" a slightly depressing voice asked; Jane screeched and hopped up onto Ben's head, pecking him on the forehead.

"Yes, I'm sure." Ben sighed, waving Jane off of his head and onto Robecca's shoulder. The voice sighed before the owner of the voice stepped out of Kevin's shadow right next to him; the Osmosian consequently gave a startled yelp, clenching the area over where his heart would be. The owner of the voice was a short girl with pale, gray skin and smokey colored eyes underneath twilight blue and green hair. She wore a small dress of pastel green, purple and black colors that made her look like the evening fog.

"Everyone, this is Twyla, Daughter of the Boogieman." Ben introduced the small girl to them.

"Boogieman?" Rook's eyes widened as he quickly swiped his Proto-Tool back from Vandala and morphed it back into a blaster, aiming it directly at Twyla. "Please refrain from attacking us with your Nightmares composed of what you call 'Dream Sand'." Rook narrowed his eyes as Twyla raised her hands above her head in surrender.

Ben face palmed himself a second time. "Rook, that was a movie, and a kids movie at that." Ben sighed, pushing the barrel of the Proto-Tool down. "Twyla is in no way related to him."

"If you say so." Rook backed off, never straying his eyes as another ghoul caught their attention. She was taller than most of the other ghouls, though only an inch or two shorter than Ben. She had fair, tan skin and a long, Nile blue and black ponytail that reached all the way down to her waist. Her perfect posture and expensive looking clothes of black, Nile blue, and golden silks gave her an air of royalty, the same golden, crown-like ring on her head only confirming everyone's suspicions. "Everyone, this is Nefera De Nile, Daughter of the Mummy." Ben smiled as Nefera gave a friendly wave, resisting the small urge to order everyone to bow down to her; a loud and obnoxious voice ruined the happy reunion within seconds.

"I can not believe what I am seeing, ladies and gentlemen!" Harangue spat into his microphone, seemingly ignorant of the large crowd behind him. "The alien freak show menace has returned only to start an invasion of our planet with these hideous, disgusting monsters so that he can rule the world!" Harangue cried as the ghouls all narrowed their eyes at him.

"Is there no end to what the villain Ben Tennyson is capable of!? Demeaning our authorities, reckless behavior, extensive property damage! Not to mention the illegal smuggling of this horrific, twisted creatures into our perfect civilization and-" Harangue managed to say before he was cut off by Ben's fist in his jaw. Harangue fell like a bag of bricks, Ben breathing heavily and tightly clenching his fists as he stood over the anchorman's fallen form.

"Are we rolling?" Ben moved his to the cameraman, not moving an inch. The cameraman, relieved that his boss was down on the ground and with a bruised ego, gave him a thumbs up. "Good." Ben growled. "Edit out only what's necessary, but keep everything else. There's a fifty tayden tip if you set this up on live." The cameraman quickly pressed a few buttons on his camera and scrambled back to the parked news van before giving Ben another thumbs up and training the camera on him.

"Citizens of Bellwood," Ben began to address the camera. "I know I have been gone for several months, leaving the city and the world unprotected. Let me just say this was not my idea, but it was worth it anyways. Not only did I find several loves that I will never break away from no matter what anyone says," Ben smiled as the ghouls gathered around behind him, smiling and waving the camera while trying not to look as fearsome as possible. "But I saved millions upon billions of lives from lunatics like this guy." Ben gestured to a still trembling Dr. Animo.

"Now I am here to make one thing clear. So clear that shit filled, walking asshole of a bastards like Harangue will understand." Ben swore, placing a foot on Harangue's chest as he came to; Kevin and Gwen's eyes widened and threatened to pop out of their skulls as their jaws nearly dropped to the ground. "If you mess with my ghouls, you mess with me. Mess with me, and you mess with my ghouls. You've seen what they're are capable of. Do the math, and you won't end up like Harangue." Ben frowned, reaching down and grabbing Harangue by the front of his shirt. "Got it, scuzzball."

"You wouldn't dare, Tennyson." Harangue growled, spitting in Ben's face. The ghouls immediately converged on him, each of them grabbing hold of a different part of him and heaving him up into the air above their heads, raising and lowering him in a steady rhythm until they had enough momentum going to toss him high into the air.

"Batter up!" Venus cried. Jane screeched and took to the air, focusing on a familiar image in her head; her frame started to swell, becoming utterly massive as her clothes started to tear under her growing bulk. Her back expanded outwards as her neck thickened and suddenly lengthened to an impossible distance while her bones thickened and became more pillar-like. Her skin hung off of her like a wet, paper bag before suddenly snapping back into place, now a pebbly texture instead of being nice and smooth. A loud cracking sound filled the air as she fell as her spine lengthened out into a long tail that was quickly wrapped in muscle and skin while her eyes moved to either side of her face as her head bulged forward. Her teeth ground and cracked, becoming flat-like and perfect for chewing plant material as her organs sloshed and moved about inside of her, growing larger and larger as a large claw sprouted from her thumb as her hands and toes fused together into large, flat feet, completing the transformation.

With a bellow, the Brachiosaurus swung its long, whip-like tail and felt it connect with Harangue's slimy body, sending him flying clear across the city and into the canal that separated one side of the city from the other. The dinosaur rumbled and lowered its head down to Ben's level, licking his entire body with the length of its tongue and nuzzling him happily.

"Here." Nefera offered him a spare bandage. Ben took it gratefully as he wiped a combination of alien and dinosaur slobber off of him, wadding it up into a ball and stuffing it into his pocket to throw away later.

"That was just foul earth language Ben used, yes?" Rook cocked an eyebrow.

"Not the worst," Kevin admitted once he had managed to recover. "But pretty bad."

"Should I alert Magister Tennyson about Ben's behavior?" Rook inquired.

"Won't matter," Gwen shook her head. "Ben's talk went live, so Grandpa Max will see it anyway. You might want to tell him about Ben's return though." she said thoughtfully, watching as the ghouls all hugged Ben tightly and laughed about what they had just done to Harangue as the massive sauropod vanished in a whirl of lavender and black. "And tell him we might need some back up transportation. I don't think they're all gonna fit in you Proto-TRUK."

* * *

Grandpa Max sighed as he glanced at the calendar that hung on the wall of the lounge; while not exactly necessary, considering he was surrounded by alien tech that kept better track of time than any old calendar or clock, there was something about the calendar on the wall that made Max feel slightly better. Next to him, in a deep stage of depression, was his daughter-in-law, Sandra, looking mournfully at pictures of her son on her phone; a picture of Ben when he was no more than 5 ½, attempting to rake Mr. Baumann's lawn and failing; Ben when he was 10, standing in front of the Rust Bucket with Max and Gwen at his side, pulling a disgusted face at Gwen; Ben when he was 15 and standing with his Dad next to his car, covered in oil and grease as Kevin attempted to fix something under the hood, an annoyed look on his face.

While four months was a fairly long period of time, it seemed much longer to Sandra. It seemed just like yesterday he was running to her, crying loudly after seeing a scary clown on the TV. And before long, she was used to seeing him fearlessly defending the neighborhood from one of his villains when he was simply trying to come home for dinner. She knew Ben could clearly handle himself; the fight with the Highbreed she was able to witness was more than enough proof. But how long would it be when she no longer heard the front door open and his exhausted footsteps against the floor, or receive a phone call about his temporary absence for the next couple of days with daily check ups on his health? Would she soon be standing by his gravestone with nothing but the shattered remains of the Omnitrix and a handful of pictures to remember him by?

"Magister Tennyson?"

Sandra sniffed and glanced up as her father-in-law picked up the Plumber badge that sat on the table in front of them. "Go, Rook. What's up?" Max asked wearily.

"We have found Ben." Rook replied. "Or rather, he has found us."

Those four glorious words nearly made Sandra's heart stop altogether as she dropped her phone to the floor and tore the Plumber badge away from Max in one swift motion. "Rook!? Please tell you aren't joking!?" she pleaded.

"I am not, Ms. Tennyson." Rook reassured her. "Ben is alive and well and we are currently on our way. We have however, encountered a slight problem."

"What's that, Rook?" Max asked.

"He has brought company," Rook answered before the badge was torn away from him.

"Yeah, and lots of it too," Kevin said. "Hey! Watch where you're putting that tail!"

"My apologies, Kevin. There is not much room in here." a soft, feminine voice replied. "I shall try to keep out of your way until we reach the teleportation sight."

"Oh, yeah," Kevin seemed to remember. "Uh, will the teleporter be able to teleport beings from other dimensions?"

"Other dimensions?" Sandra wondered, cocking an eye as if Kevin had just lost his mind.

"Trust me. In this line of work, it's that strange," Max sighed. "As long as Blukic and Driba don't mess anything up, you should be fine."

"I'm not taking any chances." a loud, firm girl's voice said in the back ground. "Isn't some other way to get into space?"

"Yes." Rook replied. "I merely have to activate the Proto-TRUK's transformation function and we will be able to travel into the planet's orbit and up to Plumber Headquarters." Rook explained before there was a slight scuffling as the Revonnahgander stole the badge back from Kevin. "We will be arriving in the loading bay within a few minutes. I assume you will want to meet us there?"

"YES!" Sandra practically screamed as she shoved Max aside and ran out of the lounge, asking the first Plumber she saw the way to the loading bay, and ran as fast as she could in that direction.

"What was that loud noise?" Rook wondered.

"A very concerned parent," Max shook his head with a smile. "Make sure Ben will be able to with stand a lot of pressure. I don't think Sandra will be letting him go anytime soon."

* * *

Sandra was little more than a mass of shifty, overexcited, motherly energy as she waited with near impatience for the return of her son. Having been informed about his son's return, Carl was on his way as fast as possible, but it didn't fast enough to Sandra. Really what was grinding her last set of nerves and made her snap at nearly every last Plumber that walked past her or offered her something to drink and try to calm her jittery nerves, was how slow time seemed to pass when one was waiting for something they so greatly desired; normally, this only really applied to holidays, birthdays, and the pizza guy, but Sandra was far more concerned about her son than any of those.

A dull roar caught her attention and she nearly collapsed with relief when she saw the Proto-TRUK making its way down the landing strip and touch down before quickly shifting back into a van in less than a few seconds and a whirl of orange white machinery. What came next though, nearly made her heart stop as a massive, glowing ship effortlessly phased through the wall and ceiling of the Plumber base as if it were made of thin air, the ragged sails and tall mast nearly touching the third level of the base as the ghostly, wooden planks and barnacle encrusted hull groaned and moaned with protest; her heart skipped a beat when she a band of skeletons and a skeletal monkey jumping amongst the rigging of the ship, landing on the deck and cheering loudly as they rattled their swords.

"Hey, Mom. Long time, no see."

Sandra immediately snapped her attention away from the physic's defying pirate ship and nearly popped Ben like an overcooked hotdog as she hugged him tight, his face turning a deep shade of red as she hugged tight, tears freely falling from her eyes. Ben could do little more than try to breath and console his worried Mom as the two of them stood there.

"Mom, I'm fine." Ben reassured her with a small smile, pushing her a small distance away so that he could both breath and regain feeling in his limbs.

"Are you sure?" Sandra asked worriedly.

"Better, actually." Ben grinned when he caught sight of his ghouls climbing out of the back of the Proto-TRUK, stretching their aching limbs and backs as Vandala and Spectra descended from the glowing Salty Spectre high above them.

"Who are your friends?" Sandra asked, rubbing eyes to make sure she wasn't seeing things when she saw not only did they posses claws, fangs, wings, and scales, but were all in fact girls; when it came to the opposite sex, her son seemed to be utterly hopeless, though that was not necessarily his fault. Having the most powerful weapon in the universe and having the ability to change into hundreds of alien forms weren't exactly features most girls actually looked for in a man. She and Carl had actually excepted the fact that their son may never actually find a girlfriend any time soon, and that if by some miracle he did, it most likely be a girl of another species from another planet.

"Mom, I'd like you to meet all seventeen of my ghoulfriends." Ben smiled as said ghouls gathered in a large group behind Ben, waving and smiling at Sandra without my care; Sandra could do little else but stare and give a small wave back before Ben's words hit her full force.

"Wait, ghoulfriends?" she wondered, the word sounding both foreign yet familiar at the same time in her mouth.

"Basically the . . . uh, Monster equivalent of a . . . girlfriend." Ben admitted sheepishly. "And, uh, did I mention I have seventeen of them?" he added, wincing slightly.

Sandra was quiet for a long time, her eyes never wavering from Ben and the group of strange girls behind him; some of them still looked at her with friendly expressions and cheerful smiles, while a few seemed intimidated by her and took cover behind Ben, watching her with fearful eyes. A few even looked at her with stern, dark looks, as if daring to tear them and Ben away from the other. "Well, uh, Ben? I-I . . . I don't quite know what to say." she admitted. "Perhaps you could introduce them to me?" she suggested, trying to sound friendly.

Ben nodded and stepped aside so Sandra could get a better view of the ghouls. "Mom, this is Frankie Stein, Clawdeen Wolf, Venus McFlytrap, Spectra Vondergeist, Robecca Steam, and Lorna McNessie." Ben grinned, introducing Sandra to the ghouls in that order. "All of which are the daughters of famous monsters, such as Frankenstein's monster and the Wolf Man."

"Hi! Nice to meet you!" Frankie smiled, taking Sandra's hand and shaking it; once again, her hand popped off, leaving nothing but a stump on her arm. Sandra screamed as Frankie's hand moved around in her grip and chucked it back at the cadaver out of fear, screaming even further when the hand slammed into Frankie's face and her head popped off her shoulders and into Ben's arms.

"Sorry! Th-that happens sometimes." Frankie chuckled nervously as her body chased down her hand and managed to reattach it before taking her head from Ben and setting it back on her shoulders.

"N-no problem." Sandra tried to look happy, shivering slightly as Spectra attempted to take her other hand and phased right through her with little effort.

"You get use to it." Ben winced; so far, not a good start. "This is Jane Boolittle, Twyla, Bonita, Femur, Lilith Van Hellscream, Avea Trotter, Skelita Calaveras, Jinafire Long, Nefera De Nile." Ben continued on, gesturing to the ghouls in that order before noticing about three of them were missing. "Bonita, Twyla, Jane, come out where ever you are." he sighed sadly. Sandra gave a startled yelp as Twyla mysterious appeared right behind her in her dark shadow, giving her a small wave before walking over to Ben; Bonita came out from behind Ben's frame and looked at Sandra timidly as a butterfly with dark, purple wings and black eyes pots landed on his head.

"These ghouls are pretty shy." Ben explained, letting the butterfly flutter down onto his shoulder where it disappeared in a whirl of black and purple to be replaced by Jane, who refused to come off of Ben's shoulders and merely starred at Sandra with frightened and uneasy eyes. "And before you ask, Mom, she's a shape-shifter." Ben interjected as Sandra's jaw dropped.

"Don't forget about us, Ben!" Whisp laughed as she and Gigi appeared on either side of Sandra in explosions of black and pink colored smoke. "We're Gigi and Whisp Grant, Daughters of the Genie of the Lamp!" Whisp giggled. "Gigi doesn't really grant wishes anymore, but I do! Thirteen wishes to be exact. And ixnay on the wishing for more wishes." she scolded Sandra before she vanished in a poof of smoke and reappeared as a slot machine. "That's it: thirteen! Uno, dos, tres, cuatro, cinco, seis, siete, ocho, nueve, diez, once, doce, trece!" Whisp counted as thirteen tiny clones of her wearing sombreos climbed out of the slot machine's slot before she disappeared in a flash of smoke and reappeared at Sandra's feet as a black and white Groucho Marx. "No substitutions, exchanges, or refeunds." she chuckled before reappearing back at Sandra's side as her original self.

"Yeah, she does that sometimes." Ben admitted. "Being trapped in a lamp for a couple thousand years will do that to ya. And if you think she's crazy, you should see her dad." Ben shook his head with a sad smile.

"Biggest nutball I ever met." Lilith sadly shook her head as she flexed her wins.

"Absolutamente loco." Skelita agreed sadly; Sandra resisted the urge to scream at the sight seeing nothing but Skelita's bones, with nothing else but the eyeballs in her sockets to look at.

"What me, Ben? Aren't you going to introduce me?" a tall, large, powerful looking woman asked; Sandra wondered how she hadn't noticed her before at all. Then again, the sight of seeing her long lost son suddenly return in the couple of nearly twenty monsters would distract most people from trivial matters.

"Sorry . . . Mom." Ben managed to say as Sandra cocked an eyebrow. "Mom, this is Lady Persephone, Husband of Hades and Goddess of the Underworld. And also my adopted mom." Ben added.

"You were trying to replace me?" Sandra wondered, sounding slightly irked but mostly hurt.

"No, no!" Ben said quickly before turning to Persephone. "Help me out here!" he whispered through gritted teeth.

"Gladly." Persephone smiled as she bent down and carefully touching her big fingertips to Sandra's head, a slight purple glow emanating from her palm as Sandra's eyes widened, new information and memories flowing into her brain; after a few moments, the light died down and Sandra was calm once more, albeit with a pitied look on her face.

"I-I'm sorry for your loss," she apologized before a thought crossed her mind. "Should I bow?"

"Please don't." Persephone sighed. "Believe it or not, it is

really annoying."

"Really?" Sandra sounded surprised.

"Believe it or not, Hades is really big jerk." Ben rolled his eyes. "Every time I knocked him down, he kept on coming back for more."

"Benjamin Kirby Tennyson!" Sandra sounded surprised and frightened. "Are you telling me you fought a god!?" she screamed.

"And won." Ben grinned.

"Well as long as you won." Sandra shrugged as Persephone laughed.

"I like you, Sandra. You have a wonderful sense of humor," the goddess smiled. "And it is an honor to meet the true mother of my adopted sun and the universe's greatest hero."

"Aw, you're making me blush." Ben joked as Avea elbowed him in the ribs.

"How about a tour of this wondrous facility?" Persephone asked.

"Sure thing, Mom." Ben grinned.

* * *

"And this is the prison level." Ben lectured as he led the ghouls and Persephone along a deck that encircled the entire level, only interrupted by three walkways that led to the elevator that stood like a firm rod in the center. Lined up in neat rows above and beneath them and several stories onwards were hexagonal cells that glowed with a dim, green light; instead most of them were criminals of a variety of species and nature, from common criminals that had been caught trying to rob a bank to more serious villains such as the likes of Fistina and Fistrick; Ben smirked as he strolled past several of the cells and caught glances of the shocked expressions on the villain's faces, their jaws nearly dropped to the floor and their eyes nearly bugged out of their head.

"This is where you keep all the bad guys you catch?" Clawdeen wondered in amazement; the Plumber base was beyond impressive, with every last piece of equipment, even the toilets, far more superior than anything back home. She found several of the criminals locked away in their respective cells watching her with steely eyes, as if they were undressing her with their eyes; she shivered and continued onwards, making a mental note to have Ben have a word with them when he got the chance.

"Yep." Ben replied before he remembered something. "We'll stop by the med bay next so we can get that bite looked at," Ben told Lorna. "Animo may not look like much and may be crazy, but there's no telling what kind of tricks he'll pull."

Jane was trailing behind the group, fearfully glancing at the criminals locked behind the glass walls of the cells, trying to avoid their dark and brooding gazes as she shuffled forward. She nearly lost what little courage she had when she passed Dr. Animo's cell to see him pressed against the glass like a hyperactive kid at an aquarium, starring at her with a dreamy look that made her incredibly uncomfortable. Trying to think about what Ben might do, she quickly morphed her left arm in a large, burly gorilla fist and clenched her fingers together trying to look as threatening as possible; the mad doctor merely started to drool as he slid down the door of his prison; Jane shivered and returned her arm to its original form before continuing after the group and hoping she would never have to encounter the frightening man ever again.

She was about to catch up to the group to continue the tour when she felt something prick in the back of her mind; Jane shirked it off as just being nervous and jittery as usual, especially with so many criminals looking at her in such uncomfortable ways. She shivered and continued, wrapping her arms around in the hopes it would comfort her. It didn't; she suddenly cried out and dropped to her knees, holding her pounding skull. She hissed as she slowly massaged her aching scalp, the pain slowly starting to subside before it would spike back up; Ben and the others had moved on, unaware of Jane's ailing. She suddenly hear raspy voices in her head, ones that she was sure she could only hear, considering the villains in their cells had only given her a passing glance during her entire episode and was ignoring her for the most part. The voices were wordless, little more hisses and breaths that occasionally undulated between low vocals that almost sounded like bellows and roars before shifting into high pitches that almost sounded like screeches and whistling.

Jane needed to find out where these voices were coming from; she focused on an image in her head and felt her body change. She suddenly began to shrink, her bones cracking and grinding against one another as her skin became lose like a paper bag that hung over her skeleton. With a loud snap! the skin came back into place, only now it was more pebbly in texture and mottled lavender with dark purple blotches. Her face pushed outwards as her jaws lengthened and her teeth became tiny and dagger-like, her eyes widening as they rotated to clear opposite sides of her head and turned a golden yellow. Every last strand of hair vanished as it was sucked into her body and her fingernails extended into dark, curved claws. A long, reptilian tail whipped out from the base of her spine as her knees rolled up her legs and her ankles bent in two, creating another joint as her toes grew longer and tipped with claws.

The little lizard blinked and slipped its tongue out of its mouth to lick its unblinking eyeball; the small reptile skittered away when Dr. Animo feverishly banged on the glass of his cell, silently wailing as he slithered down the door to his chamber. Jane scampered along the platform, playing a rather uncomfortable game of Hot and Cold where getting too cold made her skull hurt and getting too hot made the pain diminish. The ground beneath her began to shake and tremble as a purple, ape-like Plumber strolled by, not even noticing her as he carried a box in his large hands and made his way over to the elevator; Jane found that the voices seemed to be getting stronger and the pain was becoming less and less in the direction the Plumber was heading in. The lizard took the opportunity and latched onto the back of the Plumber's leg as he entered the elevator and leaned against the wall as the doors closed and the compartment began to move downwards.

Before long, a dim light came to Jane's eyes as the elevator doors opened again and the Plumber shuffled out, unaware that Jane was still attached to his leg as he waked into the room and set down the box in his hands before turning back to the open elevator and closed the doors just after Jane had leaped away from his leg and skittered into the shadows; she waited a few more minutes before morphing back into her original form, glancing around the room she was in. It was similar to the Plumber base outside, with her location being a small, cylindrical room with a strong, thick rod in the center for support. Lining the walls were row after row of cases with who knew how many secrets hidden within them. Jane ignored the majority of them and began to play the Hot and Cold game again, moving from one side of the room to the other and following the voices until she came upon the case she was looking for and slid it open to reveal three slots. She touched a finger to the top one and felt a stab of pain in her head; a repeat of the incident occurred when she touched the bottom slot, leaving the middle slot the only one left.

She pulled the slot open and her eyes widened upon seeing the contents. Inside of the slot was a thick, hexagonal disk inside of a rounded, hexagonal pocket. The disk was ringed in black with an odd design on the front; sliver fangs over a gaping, red maw starred back at her as the glowed a soft, red color. Jane found that the voices in her head were becoming stronger and louder, becoming clear and entering her mind, shutting off nearly all her thoughts and directing her to do one thing.

_Put it on_, the voices whispered.

Jane she could fight the voices in her head, her eyes slack and blank as her fingers shakily closed around the disk and lifted it out of the pocket within the slot.

_Put it on_, the voices continued to coax.

Jane continued to listen to the voices, unable to fight against them as she gently placed the disk onto her left wrist, ignoring the fact that the disk trembled a little bit before red strap with little spikes materialized out of the disk in a low flash of red light and securely attached itself to her.

_Touch me_, the voices urged, seeming to get increasingly impatient as Jane slowly, ever so slowly reached with shaky fingers to the device, gently tapping it with her fingers and remaining expressionless as a soft red illuminated her face and a holographic disk appeared above the face of the watch, little symbols on the ring. Jane found that if she gently held her finger over the disk's face that the images slowly moved past her eyes, showing new and weird pictures until she came across one that looked rather interesting and tapped the image. The disk on her wrist blinked bright, urging her to press it.

_Press me_, the voices demanded. And Jane could do little else but comply and slap the disk's face, an unnatural red light consuming her entire form.

And then the pain began.

* * *

"And that pretty much sums it up." Ben shrugged as he led the group of ghouls and goddess onto the main level of the Plumber base. "Any questions?"

"I've got one." Venus piped up. "I thought you said Galvans were supposed to be the most intelligent beings in the galaxy?"

Ben nodded. "They usually are," he agreed. "However, Blukic and Driba are unique. Are geniuses compared to humans, but are absolute morons compared to other Galvans. The dumbest geniuses in the galaxy, if you will."

As if to further prove Ben's point, the room's lights and monitors suddenly flickered and frizzled before blinking out one by one as a loud, draining sound echoed through the base, sending everything into pitch black darkness. The ghouls cried out in surprise as several Plumbers cursed and tried to get the power back on while two, ever familiar voices echoed through the base.

"Blukic! Did you forget to turn off the power core like you were supposed to!"

"Uh, nope." Blukic replied. "That would be you."

"No, it was your turn to make the power core didn't suffer a melt down!"

"Was not!"

"Was to!

"Was not!"

"Was to!"

"WAS NOT!"

"WAS TO!"

"WAS! NOT!"

"WAS! TO!"

"Enough!" Max's voice ran through the darkness. "Command Code 1011 Alpha! Activate Emergency Power!" The main terminal beeped and a low hum reverberated through the base as deep, red emergency lights came back on, bathing the entire flow and all that were currently there in a deep, red glow.

"Any idea what cut the power, Grandpa?" Ben asked.

"No," Max frowned. "And that's what worries me."

"What do you think it could be?" Frankie wondered.

"No idea." Max sighed. "It could be something from a simple power failure to sabotage." Max mused before the blaring red lights gave a sudden wail and died, sending the entire base into absolute darkness so thick one could cut it with a knife.

"AHH! Not again!" Bonita screamed clinging tight to Ben.

"Don't worry, Grandpa. I'll just turn into Feedback and boost the power core." Ben grinned as he fumbled around in the darkness for a few seconds before he found the Omnitrix and turned it on, the soft green light seeming utterly tiny and small in the massive abyss as he cycled through the roster and selected the Conductoid symbol before slapping the activation button. Ben felt his skin began to scrunch up and harden as his bones slowly started to dissolve into nothingness. Four fleshy stalks suddenly burst from both sides of Ben's head, and he was now aware that he could see from 6 different perspectives until a hardened shell covered his original human eyes, and soon enough they lost all function together.A slight itching from the middle of his back produced large, insect like wings that were a dull yellow in color. A second pair of legs suddenly burst out from Ben's gut like some old alien horror film. His spine, what was left of it anyway, went out from his back and swelled at the end, forming a large, and very sharp stinger with poison sacks just above the point. His fingers melted into two sharp claws and a thumb, and his jaw jutted out as a few of teeth disappeared. The final touch was a rotting scent that, while Ben couldn't smell, he figured others would not be so welcome to it.

"What the- Stinkfly!? How does this help anyone at all?" the Lepidopterran complained.

"OH MY GHOUL! WHAT THE SPHINX IS THAT SMELL!?" Clawdeen gagged.

"Uh, that would be me." Stinkfly grinned sheepishly. Not that anyone could see him.

"I think I just lived!" Skelita choked. "Which is weird, considering I don't have any lungs."

"Okay, okay! We all get I smell awful, alright!?" Stinkfly snapped. "Now how about we stop freaking out and starting figuring out what happened to the power!" the Lepidopterran suggested before a loud hissing sound filled the air and the noxious smell seemed to only get worse.

"AGH! I'm dying!" Clawdeen choked, stumbling to the floor.

"Ben, was that you?" Venus coughed, now actually able to smell the stench. "Did you fart!?"

"Why does everyone assume that whenever smells awful it's me!?" Stinkfly whined.

"If it wasn't you, luv, and it wasn't one of us, then who was it?" Robecca wondered as a loud hissing noise filled the air. "Oh, wonderful. Now there's a gas leak." she grumbled under her breath as the hissing got louder.

"Uh, Robecca?" Stinkfly gulped nervously. "I don't think that's a gas leak."

"GOT IT!" Blukic cried triumphantly.

"No you don't!" Driba argued as the red emergency lights flickered back on, bathing the room in a soft, red light and leaving deep shadows in the corners. They also, unfortunately, exposed a rather unusual guest.

"Oh, my ghoul!" Bonita cried. "What the Sphinx is that thing!?" The large creature looked like a lizard the size of a rhinoceros with sharp, heavy, red claws on the bottom of its flat feet, jagged teeth that didn't even fit into its lipless jaws as a row of razor sharp, fin-like spikes ran down the beast's back. The gigantic animal growled as he stalked through the red glow, never tearing its eyes away from Stinkfly as a long, pointed tongue curled out past its razor sharp fangs and licked its shops, the gill-like slits on either side of its head flaring open and shut every few seconds; a large, red, spiked collar sat around its neck.

"Aw, man! Buglizard!" Stinkfly cried as he quickly beat his wings and took to the air. The massive animal let out a screechy roar before it charged after the Lepidopterran, barreling right through the crowd of ghouls, nearly trampling them under its claws in the race to catch Stinkfly as it slambered up the wall after its lunch, its claws digging into the metal surface. The Lepidopterran flew just out reach and fired off a round of sticky globs of goo, nailing the Buglizard in the jaws and pinning them shut before firing at its feet.

"Bullseye!" Stinkfly cheered. The Buglizard merely seemed to chuckle at his idiocy as a thick, vaporous, yellow fog pumped out from the gill-like slits on its neck, eating away at the sticky globs of goo that trapped its feet in mere seconds and dissolving the slime that fastened its jaws shut.

"Oh, yeah. Forgot about that." Stinkfly whimpered before the Omnitrix timed and returned Ben to his original form, sending him plummeting towards the floor before Robecca caught him just in time.

"Thanks." he sighed with relief.

"No problem, luv." Robecca smiled. "But what are we supposed to do how him?" she asked, nodding her head towards an annoyed looking Buglizard.

"I got this." Ben grinned as he turned to the Omnitrix and selected a random alien before slapping the activation button and becoming engulfed in an ever familiar flash of green light. His skin turned a dark green, patches of it turning bright green as it became soft and stretchable. The feeling of bones vanished all together to instead be replaced by some sort of woody structure that acted as a skeleton. His legs began to twitch violently until they each split in two, becoming long tendrils that would let him skitter and stalk amongst the ground. Two fleshy mounds appeared on either side of Ben's head, pulsing and swelling until they became Venus Flytrap-like flaps with pointed teeth at the ends. His arms became long and rubbery, long fingers forming on each end with fleshy thorns appearing on his elbows, knees, shoulders, and chest. His head retained a similar shape as his eyes molded together into one. A row of spikes formed on his head as a green belt with the Omnitrix on it appeared on his waist, completing the transformation.

"Time ta go green!" Wildvine grinned as he lashed out with a whip-like arm with the intent of smacking the Buglizard off of the wall and down to the floor where he could quickly subdue it. Instead, the animal caught the Florauna's arm in its cage-like teeth and snapped it off with a loud hiss.

"Hey, man! Not cool!" Wildvine frowned, regrowing the limb with ease. The Buglizard merely snarled and landed on the ground, narrowing its light blue eyes at Wildvine; a sudden beeping sound caught everyone's attention as a blood red light suddenly washed over the massive, alien predator and began to change its shape. The long, reptilian tail slurped back up into its body with a loud, cracking noise as the long claws on each foot became duller and less pointed as individual, fleshy digits formed beyond each one. Skin formed over the cage of teeth in its mouth as all four of its eyes molded into a single pair while the large muzzle shrank back into a rounded head with a loud, crunching noise. The spines on the animal's back disappeared into the beast's spine as muscles and tissue disappeared on its figure, becoming slimmer and more feminine. Locks of indigo and magenta hair sprouted from the creature's scalp as its skin turned a light shade of purple and a pair of ever familiar clothes appeared on it, finishing the transformation.

"Jane?" Wildvine's single widened to the size of a dinner plate.

"I did not see that coming." Venus shook her head as Jane hissed loudly, narrowing her eyes at Ben as she marched towards him, a growl passing over her lips.

"Jane! Since when can you turn into alien animals?" Wildvine asked nervously, flinching under her glare slightly; Jane didn't answer but merely pounced on him with a feral roar and pinned him to the floor, digging her claws into his green flesh. The jungle girl hissed and viciously bit Wildvine in the neck, trying to tear a chuck out of him and failing miserably as Wildvine yelped and shoved her off of him before throwing her clear across the room. "She's gone crazy!' he cried.

Jane grinned wicked before clenching her left fist and holding up so that Wildvine could see the palm, or more importantly, what was beneath it.

"The Nemetrix!?" Wildvine and Grandpa Max cried.

Jane's dark smile got broader as she tapped the Nemetrix and cycled through the limited roster she had before selecting the suitable transformation and pressing the blinking watch face, a blood red light washing over and changing her DNA. Her skin cracked and hardened into bony plates that covered her entire body, muscles building up underneath them as her body shifted. Her arms lengthened to match her growing legs, her fingers and toes all fusing together into a single digit before the nails on each limb melted into a tough covering that quickly formed into a tough hoof. Her spine cracked and groaned as a long, skeletal tail grew from the base of her spine and shark-like fins sprouted from her back and on either side of each growth; small vents, openings that flowed into special organs formed underneath each fin. Large, bony teeth that connected right into Jane's moving jaw as her eyes split into a second pair as her ears became long and pointed. Every last hair disappeared on her scalp as a pair of bony knobs formed on her head, quickly growing long and bigger, splitting into more branches that added to her size; the Nemetrix appeared as a large, red collar with silver spikes around her neck, finishing the transformation.

"You know my previous statement?" Wildvine gulped nervously as the elk-like animal snorted and pawed the floor hungrily, its nostrils flaring. "I withdraw it. She's gone crazier!"

**And there we go!**

**Hope you enjoyed the chapter. Once again, thank you to all readers and fans who sent in their Nemetrix predators. I am sorry to those that did not make the cut, but lines had to be drawn somewhere. As for those whose predators will appear next chapter, tune into my Deviantart account to see your creations come to life. It might take a couple of weeks to get them all up there, but they will be there.**

**A link will be posted on my profile.**

**As always, comment, review, suggest, and request down below!**

**Hasta Luego!**


	49. Nemetrix Unleashed

**Greetings, all you man-sters and ghouls! That's right, I am back to fill your lives with misery and woe! MUAHAHAHAHAHAHAHAHA!**

**Actually, I'm just here to give you another chapter. Maybe not so much misery and woe, but definitely another chapter to read.**

**Anyways, I know I've said this in the last chapter, but I would like to thank each and every last one of you who submitted a Nemetrix alien for this wonderful story o' mine. I also apologize to everyone who's monstrous creations did not make the cut; they were good, but didn't fit what I was looking for or were missing components that didn't make their appearances very plausible.**

**As always, comment, review, suggest, and request down below!**

**Onwards!**

"Jane! C'mon, can't we talk this out?" Wildvine pleaded nervously as he cautiously took several steps backwards for every step the large, elk-like animal took forward.

"Ben!" Grandpa Max's voice came from behind him; the Florauna didn't dare take his eye off of the voracious beast in front of him that had previously been his ghoulfriend. "That's a Diabiervo, the natural predator of Wildvine!" Max warned him.

"Now you tell me!" the Florauna yelped, quickly jumping out of the way as the Diabiervo bellowed and charged directly at him with its massive rack of antlers aimed directly at him. The animal stopped on a dime and turned around for another attack, snorting and pawing the ground with a hoof; the Florauna quickly grabbed several tubers off of his back and chucked them at the animal, smirking when they exploded and created a smokescreen of sorts that allowed to make a run for it.

"C'mon, ghouls! We need to hold her off before she eats Ben!" Venus cried.

"Um, Venus? Maybe it's not a good idea for you to get too close to that thing." Nefera suggested as she pulled out her collapsible blades.

"That _thing _is my ghoulfriend!" Venus snapped.

"All I'm saying is that Jane's now a predator built to eat Wildvine's for breakfast. You're pretty darn close to one." Nefera warned her.

Venus blinked. "Fine. But I am not running! I am retreating!" she called over her shoulder as she ran off in the direction Wildvine had taken. The ghouls didn't seem to hear the comment as they converged on Jane, latching onto her legs and antlers and weighing her down in the hopes of buying Ben and Venus some time. The Diabiervo would have none of it and shook its head, sending Skelita, Clawdeen, and Twyla flying; the vents on the animal's sides flexed and pulsed before a cloud of disgusting, yellow gas shot out and engulfed itself and the ghouls in a large cloud of the stuff.

"Not again! Why!?" Clawdeen coughed and hacked as she was driven away. The Diabiervo took the opportunity to shake itself lose of its blind captures, sending them in all directions before it bellowed and charged in the direction its prey had taken, only to be blocked by Jinafire, an annoyed look on her face as she stood between the entrance to the hallway and the Diabiervo, smoke curling from her lips. "Read my lips, Jane-san: You shall not pass." she hissed venomously.

The Diabiervo bellowed and snorted, lowering its head to showcase its large antlers and making herself look much bigger than she really was; an intimidation tactic. Jinafire however, was little more intimidated and held her ground, clenching her fists tightly as the amount of smoke escaping her lips got larger and larger until the Diabiervo finally had enough and surged forward, fully prepared to trample over and crush Jinafire under her hooves if necessary. Jinafire didn't make her move at the last second, blasting a jet of flame past her jaws and igniting a wall of fire directly in front of her and the door, forming a raging inferno of a barrier. The elk-like animal bellowed in distressed and screeched to a halt, turning tail and deciding it wasn't worth the risk, taking another empty hallway that just accommodated her massive rack of antlers.

"We are in some deep trouble." Frankie winced as the automated fire prevention systems in the facility activated and bathed the wall of fire in a noxious cloud of flame retardant gas that quickly extinguished the fire.

"And I for one am not about to let both of my ghoulfriends suffer." Robecca growled with determination. She quickly activated her rocket boots and flew over to Granpda Max, bowing respectively before speaking in a highly persuasive voice. "I know we have only just met, Magister Tennyson, but I would highly recommend that you evacuate the Plumber Base until we can contain and cure Jane."

Max frowned but surrendered. "As much as I hate to admit it, you're probably right." He then turned to the main terminal and pressed the intercom button, voicing a loud evacuation protocol that echoed out through the entire base; this meant that the criminals would also be evacuated temporarily until the disaster was averted and things returned to normal. As normal as they ever got, that is. "And what about you?" Max asked.

"I shall attempt to keep Ben alive until we can successfully contain Jane and deactivate the Nemetrix." Robecca replied.

"Same with us." Avea announced, climbing to her feet and cracking her knuckles.

Robecca shook her head. "The less people, the less risk. Some of us are just too similar to Ben's aliens for our own good. For all we know, the Nemetrix contains the DNA of predators perfectly suited for devouring every last one of us."

"Sh-she has a point." Bonita winced.

"Unfortunately." Twyla agreed.

"What I want to now is, what kind of bonehead even fixed the Nemetrix and added more DNA samples without my permission." Max mused. As soon as he said that, all eyes in the room turned to look at Blukic and Driba as they tried to sneak out unnoticed. "Please tell me I'm wrong." Max sighed, pinching his brow.

"Well . . ." Driba trailed off nervously.

"We got your memo about building a weapon to destroy Ben if necessary." Blukic chuckled nerously.

"I never sent anything out like that." Max narrowed his eyes.

"Then who?" Robecca wondered as the entire Plumber gave a loud shudder, the emergency lights flickering out before coming back on. "You need to evacuate now." she told Max. "I swear to bring Ben back alive and in one piece."

"Good," Max nodded. "Because if you don't, your friend will have to be put down."

Robecca bit her bronze lip as Max gave a firm nod and walked off to help with the evacuation, beckoning for the two Galvan techs to follow him as they argued over who had read the memo wrong.

* * *

Wildvine skittered down on all four of his tendril-like legs, nervously glancing behind him every few seconds to make sure Jane wasn't on his tail. His chest was heaving in and out as he ran down the hallway, his skin a dark brown when it was bathed in the soft glow of the red emergency lights that pulsed on and off overhead. The Florauna could hear footsteps behind him, which only made him run faster and faster; he threw himself around a corner and pressed himself against the wall, silently praying that the Diabiervo would run right past him in its mindless hunt for him.

"You're gonna have to do better than that, Ben."

Wildvine yelped and yanked several tubers off of his back, fully prepared to chuck them at the source of the voice before he realized it belonged to Venus. The Florauna nearly collapsed from relief when he saw his ghoulfriend rounding the corner, a borrowed blaster in her hands as she took cover next to him.

"What are you doing here?" Wildvine asked. "Not that I'm not glad to see you."

"It seems I may be too similar to Wildvine for my own good." Venus sighed with annoyance.

"Great." Wildvine sighed as the Omnitrix timed out. "Well, at least we're in this together."

"Yeah, with our shape-shifting ghoulfriend out to kill us." Venus rolled her eyes.

"Well, when you put it like that . . ."

Before Venus could retort, a loud bellow rattled the hallways, as a heavy, clambering noise shook the corridor. Ben and Venus whirled around to see the Diabiervo that had previously been Jane rushing right towards them, its antlers glowing an ominous red as a ball of swirling plasma formed between its wide rack. The beast fired off the plasma ball at Ben and Venus, the both of them throwing themselves to the floor just before the plasma would have hit them and pinned them to the opposite wall.

"Duck and cover!" Ben cried just before the ball of plasma would have caught the both of them, pinned them to the wall, and exploded in a burst of pulsing, red energy.

"Oh, that's _so _not good." Ben whimpered when he saw that the wall and completely been obliterated.

"Ya think?" Venus quirked an eyebrow as she cocked her blaster and fired off a round of energy cartridges at the Diabiervo, distracting it as Ben cycled through the Omnitrix for a suitable alien. "Now would be a good time for some help!" Venus cried.

"On it!" Ben cried as he slapped the activation button and was engulfed in a bright, green light as his DNA was distorted and warped into something new. Hard, metal plating raced up his back and front, melting together into a single shield. His shoulders became rounded and massive as flexible black tubing covered the skin between his elbow and shoulder. His arm then began to swell, metal plating taking the place of his skin as his fingers turned into sharp, gray claws. A piston formed on each of his elbows as the metallic plating covered his head and changed it into something that resembled a Greek Corinthian helmet. Two small, pointed ears formed on his head his feet turned into hard, metallic claws. The Omnitrix appeared on his broad chest as a short tail popped out from his spine, completing the transformation.

"Or under it!" Armodrillo corrected himself. The Talpaedan's arms pumped vigorously as his claws fused together into hard tips that he quickly forced into the floor beneath him, burying himself beneath the upcoming Diabiervo before launching himself back up and sending the animal crashing into the ceiling where it then fell to the floor as the Nemetrix timed out and reverted Jane back to her original form.

"Yes! No more Antlerback!" Armodrillo cheered as he climbed out of the hole he had made.

"Antlerback?" Venus wondered.

"Well, I figured since I named all my aliens, Jane might as well name her transformations." the Talpaedan shrugged as Jane hissed and climbed to her feet, turning to the Nemetrix and picking a seemingly random alien before slapping the activation button and becoming engulfed in a bright, red light. She felt her body elongate and become segmented, stretching out to a good thirty feet. Her arms bent in two more places as they hardened into insect-like legs before splitting into four extra pairs as random, curved spikes sprouted all along her back as her legs fused together into a tail with a clawed end. Jane's face bulged outwards into a toothed beak as row after row after row of sharp teeth ran down her throat all the way to her stomach. A thick, red, spiked collar appeared around the gigantic, beaked worm's neck, completing the transformation.

"Probably shoulda seen that coming." Armodrillo sighed as Slamworm screeched and rammed its head into the floor, tunneling into the depths of the Plumber Base and disappearing for a few seconds after Venus had to reload. Moments later, the massive worm came hurtling through the wall right next to Armodrillo, slamming directly into him, through another wall, and into the depths of the base.

"Ben!" Venus cried as the pincer-like spikes on the end of the Slamworm's tail vanished through the gaping hole in the wall, exposing wires and tubing that didn't seem to be working now or anytime soon in the near future. In the dark, Venus couldn't see anything through the hole in the wall; all she could hear was the sound of Armodrillo getting knocked around inside the bowels of the space station as Slamworm threw him about with little effort. Venus then heard a sickening crack, followed by a loud bellow and gulping noise. Fearing, the worse, Venus peered deeper into the hole and managed to see the dim outline of Slamworm in the darkness amongst the many vents and tubing hidden in the walls; there was no sign of Ben.

The Slamworm suddenly let out a loud screech of pain, rocking its head from side to side as its legs undulated in agony while its stomach started to bulge and convulse uncontrollably. The gigantic, alien worm then made a loud hacking noise, swinging its head back and forth before it spat something large and wet from between its wicked beak; the thing went crashing through the gaping hole in the wall and landed painfully on the floor with a wet splat!

"Ben! Are you okay?" Venus bit her lip nervously.

"Fine," Armodrillo grumbled as the Omnitrix timed out and returned him back into his human form. "Sore and covered in slime, but fine." he added as he climbed to his feet, ignoring the loud bellowing of Slamworm. "Any ideas on how to stop Jane?" he asked Venus.

"Really, the only solution I see is to beat into unconsciousness and hope that we can get that stupid watch off of her or hope she comes to her senses." Venus sighed unhappily as a red light flashed bright within the darkness of the wall; Ben instinctively turned to the Omnitrix, cycling through the roster and selecting a random alien before slapping the activation button. He felt himself become heavier, and much fatter than before as his gut bulged outwards and his legs became short and weak. His arms only grew a few more muscles on them before they fell limp to his side, still swelling with fat and useless tissue as the transformation continued. His fingers grew into dull claws as his toes become drab. A pair of black brief with a thick chain belt appeared on his sickly green skin as a heavy, cage-like helmet grew out of nothingness, held down by a large amount of chains, hoses, and locks. The most noticeable change however was his face. No one could see it, but Ben could feel it as it began to grow and shrink and swell and deflate in random spots, bony horns and knobs growing out at random intervals as sharp teeth lined his oddly shaped mouth. The final piece of the transformation was the appearance of the Omnitrix on the neck piece of the helmet, sliding to his station as the green light faded.

"Toepick? Yes!" the ogre-like alien cheered. "We're safe!"

"No! You can't do that to Jane!" Venus snapped, banging a fist on the cage that surrounded Toepick's head. "She's already nervous enough as it is! We don't need her utterly terrified of everything!"

"Just a quick glance," Toepick promised. "Once we manage to calm her down, I can always go Mindmesser and erase the memory from her mind."

Venus narrowed her eyes before reluctantly agreeing. She knew that deep down, Ben didn't want to hurt Jane more than she was already hurting; whether she was currently in control or not, she knew she must have been utterly terrified and sick to her stomach about what she was trying to do, and would no doubt hide for a few days after the situation had ended. Toepick shuffled over to the gaping hole in the wall, the cage on his head already starting to creak and groan as several locks came undone and the doors dropped down before slowly opening on rusted hinges; the pair fully expected to here startled whimpers and howls coming from the hole before utter silence would envelope them.

Instead, Toepick was knocked to the ground by something roughly the size of a Great Dane, pinning him to the floor and growling loudly. The animal was a light blue in color with a dark blue underbelly and deep, blue stripes along its back. Bat-like ears sat on either side of its head as a pair of bull-like horns stuck out of its forehead and curved backwards while a second pair grew out and then forward directly behind its bear trap jaws. A red, spiked collar with the Nemetrix was wrapped around its upper body, right behind the front legs that were tipped with four, wicked looking claws. What was more terrifying than the huge nostrils that sat on the beast's face was the fact that it had no eyes whatsoever on part of its body that Venus could see.

"Aw, man!" Toepick cried. "Of course, DisgusThing doesn't have any eyes!"

"DisgusThing?" Venus cocked an eyebrow.

"Do you have a better name for it?" Toepick asked her before the Cauchemar Taureau gave a pig-like squeal and grabbed hold of one of the chains connecting Toepick's helmet to his belt in its jaws and easily threw him far down the hallway, howling loudly before giving chase; a long tongue with three, finger-like tips lolled out past his jaws, corrosive saliva that slowly ate away through the floor dripping from its bony fangs.

"C'mon, Ben! Change into another alien!" Venus cried as she locked and loaded her blaster before firing at DisgusThing as she ran down the hall after the beast; Toepick fled as best as he could, trying to find a place where the Cauchemar Taureau wouldn't immediately find him as he swung himself from side to side, a bit too top heavy to run very fast or quickly. He was suddenly slammed into from the back, landing painfully on his face as DisgusThing bellowed and a loud hissing sound filled the air; Toepick could feel himself get more and more sleepy with every passing second, his surroundings becoming less and less clear.

At the same time however, he could feel himself changing into something new when the Omnitrix was slammed into the floor, instigating another transformation. His back expanded outwards, becoming dome-shaped and hardening into a tough shell as his fingers all fused together and his arms flattened out into large paddles that quickly turned into flippers. His toes ripped out of his shoes, fusing together into three, stubby claws on his short legs as the shell on his face expanded to engulf his head and chest, a small hole opening up near the top to allow Ben's head through as his lips turned into a hardened beak. Six, large holes suddenly opened up on his carapace, the Omnitrix appearing on his chest and completing the transformation as his skin turned a rough, green in color and texture.

"Get off me!" Terraspin grunted as he pushed himself up with his flippers and twisted his shell, sending DisgusThing flying off of him and to the ground, where it dug in its claws and charged at the large turtle-like alien, strings of corrosive saliva flying everywhere. The Geochelone Aerio quickly jumped off the ground, his legs fusing together into a third large flipper as his other two went ridged; he then quickly spun them around on their separate axis and created a strong wind that quickly blew the small creature off of the floor and into the wall where several thick vines and roots sprouted out from the paneling and strapped it to the wall.

"Nice handy work." Terraspin noted as he came to a stop and touched down on the floor.

"I try." Venus shrugged. "So now what do we do?"

"Probably try to get that thing off of her." the Geochelone Aerio guessed.

"And how do you propose we do that?" Venus asked as DisgusThing squealed and struggled against the wall, making no headway past the thick vines that ensnared it.

"I think I know a guy." Terraspin replied, tapping the Omnitrix disk on his chest with a flipper and becoming engulfed in a bright, green light that washed over his large frame. His fingers quickly fused together into razor sharp points as his wrists and arms became wider and harder, like semi-flattened blades. A small, pentagon-shaped notch appeared in the inside of his arm just before the joint, a sharp blade popping out at the elbow. His skin turned a tough red, the points and blades turning a bright white as black lines etched themselves across Ben's arms. His arms became thinner the rest of the way up as muscles piled themselves into the shoulders and chest region. His feet morphed into sharp points similar to his hands, sharp blades popping out on his knee caps as more black lines appeared on his body. His face split into three, rounded horns, each of his two now entirely green eyes sitting on a horn as the Omnitrix appeared between them on the third. The final piece of the transformation was the addition of a pair of black briefs, green and white belt, a green strap vest and a pair of green shoulder pads.

"If RazrEdge can't do it, no one can." the Parae Cortarix stated with confidence as he edged closer and closer to DisgusThing, careful to avoid the lethal jaws that dominated the beast's head. "One swing oughta do it, and we'll soon have our precious ghoulfriend back."

"Are you sure she'll be alright?" Venus wondered.

"Well, the last time an intelligent being, Khyber in this case, used the Nemetrix, he suffered some memory loss, nothing more. Phil suffered genetic damage, getting fused together with a Terroranchula." RazrEdge replied.

"So, Jane's doomed to be insane forever?" Venus asked nervously.

"I'm not so sure," RazrEdge grunted, dodging a swipe of DisgusThing's horns. "Since Jane can already turn into animals, she might suffer from nothing more than a headache for a few days. I dunno, that's my best guess. I'd have to turn into one of my smart aliens to figure out the whole thing." he sighed as he finally managed to get a good shot at the thick, red collar around the Cauchemar Taureau's body and gently tapped it with a pointed blade to test its density and composition.

"_Warning! Sentient life form detected!_" the Nemetrix suddenly beeped.

"Really? It took you that long to figure it out?" RazrEdge rolled his eyes. "Now shut it so I can cut you off."

"_Highly undesirable outcome to come if Sentient life form continues further._" the Nemetrix warned.

"What do you mean?" Venus wondered as RazrEdge cautiously pulled away from the collar.

"_Nemematrix will detonate upon being removed from host. Following blast radius will vaporize everything within a planetary radius._" the Nemetrix told them. "_For a sentient species, you are remarkably unintelligent._"

"Great." RazrEdge grumbled. "Not only will we kill us and everyone on Earth if we remove that stupid thing, but it's got an AI with a snarky attitude."

"If it has an AI, can't we just, I dunno, ask it to shut down long enough for us to get Jane back?" Venus wondered.

"_Request denied: request goes against Nemematrix programming._" the Nemetrix denied.

"What programming!?" RazrEdge snapped.

_"In the event that creator is captured or destroyed, Nemematrix will seek out the perfect predatory host to hunt down the Omnimatrix._" the Nemetrix explained before it timed out and Jane returned to the world as DisgusThing was pulled back inside the red watch.

"Big surprise." RazrEdge rolled his eyes. "Psychobos has such a big ego, he won't stop until he proves he's the smartest being in the universe. As if he could ever hold a candle to Azmuth."

"_My creator prefers to be addressed as Dr. Psychobos and nothing less._" the Nemetrix said in a cold tone. "_Nemematrix is fully recharged. Select transformation._"

"Aw, man!" RazrEdge cried as Jane managed to shift one of her slender arms under the thick vines and make her way to the Nemetrix, activating it and not even bothering to look at what transformation she had selected before pressing the activation button; a red flash of light washed over her, changing her DNA into something new and savage. Her entire figure turned a single shade of deep purple as her clothes dissolved right off her body before her entire body liquidated into a thick, slushy soup that easily slipped through the cracks and openings between the vines. The pool of purple liquid started to bubble furiously before it began to shape and form itself into something else, forming four, powerful legs, a long, cat-like tail, and a mane of gooey clumps that formed rounded spikes along its back and face made entirely out of its wet, purple goo; large, swirling green spots formed on its figure and the Nemetrix appeared out its neck, completing the transformation.

"Something tells me I should start running." the Parae Cortarix gulped nervously, taking several steps backwards.

"You think?" Venus asked sarcastically as she cocked her blaster and fired it at the massive creature in the hopes of distracting it long enough for RazrEdge to make a run for it. Unfortunately, the energy cartridges were absorbed by the animal's ooze-like hide, not even phasing it in the slightest as it growled and stalked forward and closer to RazrEdge; it didn't even seem to notice that Venus was there.

"Nice kitty! Good kitty!" RazrEdge gulped nervously before the animal opened its jaws, exposing several, razor sharp teeth, and spat something sticky and wet out from its jaws, nailing him in the face.

"GAH! What is this stuff!?" RazrEdge cried as he tried to wipe the disgusting substance off of him. "And why does it burn!?" he added as a quiet hissing filled the air. His question was quickly forgotten as the slime beast roared and lunged forward, prepared to tackle him to the ground; RazrEdge back flipped out of harms way before turning tail and racing away as fast as he could, leaving thin trails that he cut through the floor. The beast let out a wet roar before chasing after him, though not at as quick of a pace as RazrEdge anticipated; the animal was moving at a leisurely jog, as if it knew something he didn't. But he didn't have time to wonder what it was; he was about to get eaten!

Pain continued to rack his body as he ran, his chest heaving in an out once more as he raced up a wall and cut a quick hole in the ceiling that opened up into a small crawlspace between the floor below him and the floor above. He quickly placed the cut out piece back in place and held his breath as he waited for the beast to pass by; all he could hear was silence. "Whew." RazrEdge breathed a sigh of relief.

He probably should have stayed quiet a little longer.

With a loud, disgusting, squishing sound, purple ooze began to force itself up between the cracks of the hole RazrEdge had cut, quickly molding itself back into its original shape as it licked its chops hungrily; the Parae Cortarix quickly cut a hole beneath him and fell through the hole and back into the floor below where he prepared to run away at full speed, only to find out that he couldn't. He only moved as fast he would have been able to run in his human form, which was massively slow compared to how fast RazrEdge or XLR8 ran; a loud squishing sound alerted him that the Galper Nuth had easily slithered its way through the hole and down onto the floor below, a low growl escaping its jaws as it stalked after him, edging closer and closer.

"Tell my mom I love her!" RazrEdge cried as the Galper Nuth exploded into a wet mess and engulfed him inside it, the purple ooze slithering over every inch of his body as the neon green swirls and bubbles clung to his body, his body racking with pain as the acid began to eat away at him. Meanwhile, the Galper Nuth had settled down on the floor, waiting patiently as its acidic body ate away at the precious metal that made up RazrEdge's body.

"Give me something good!" the Parae Cortarix begged as he tapped the Omnitrix with a pointed blade and was engulfed in a green light inside of the Galper Nuth. He felt his head sink down into his neck, almost merging with his chest as only a small amount of muscles built up on his arm. Several of his teeth became crooked in the jaw or disappeared altogether as large amount of fat built up around his shrinking skeleton, insulating him as his skin turned a dull yellow and thickened to nearly four inches. His eyes rotated to the farthest apart they could go while remaining on the front of his changing face as his mouth widened. His toes were sucked back into his foot, leaving the toe nails as his fingers became nothing more than dull claws. A pair of green and white underpants materialized around him as the Omnitrix popped out of his belly button. The final piece of the transformation was when several wart-like growths swelled up on his forehead.

"AHHHH! THIS IS EVEN WORSE!" The Worst screamed at the top of his lungs as the Galper Nuth increased the strength of the acids that made up its body composition. "GET ME OUT OF THIS!" the Atrocian wailed as he punched the Omnitrix embedded into his bellybutton and was engulfed in the ever familiar bright light. His skin started to harden, becoming unbearably hot and solid as rock. It suddenly split apart, floating like bath toys on a rapidly appearing magma sea. Hot, molten lava swirled and pushed it's way through the cracks and crevices of his skin as Ben's bones literally melted away. His hair began to burn, smoke curling lightly off it until it burst into flames, causing the beast to yelp in surprise. His fingers disappeared altogether as white hot lava covered them and solidified into a sort of gelatin like substance. His toes melted into two digits that resembled claws as his eyes turned bright yellow.

"I! AM! NOT! LUNCH!" Heatblast roared as he went supernova and exploded in a ball of fire that blasted the Galper Nuth off of him and into millions of smoldering pieces.

"Ben! Are you alright!" Venus asked as she caught up before seeing what had happened. "You killed Jane!" she screamed at the top of her lungs.

"No, I didn't!" the Pyronite argued. "Look!" he pointed at a particularly large blob that was starting quiver and bubble slightly; more blobs began to tremble and shake as they slowly oozed off of the walls and dropped down form the ceiling, making their way over to the main blob and adding to its mass at a steady pace, forming four legs and a powerful body before a long tail slithered out as a head began to reform.

"Told you." Heatblast smirked as Venus sighed with relief; truth be told, he had also believed he had killed the Galper Nuth as well before realizing the similarities it held with Goop of all beings. "Geez, Corrosive is nasty." he shuddered.

"Corrosive?" Venus wondered.

"Do you have a better name for her?"

"No." Venus admitted just before a bright, red light engulfed the Galper Nuth, swiftly changing it back into Jane for a split second before injecting a new set of alien animal DNA. Her arms began to swell with muscles as hard, rock-like material began to appear on her thin frame, slowly making its way up her arms and shoulders before its way down her legs with a loud cracking noise. Her legs ground and moaned in protest before suddenly splitting into another pair, her bones breaking in one more place to make four, jointed legs as rock covered slowly, large spikes growing outwards from her bumpy skin. Her back swelled as the rock and muscle built up, her jaw bulging outwards as her teeth disappeared to be replaced by rocky daggers. A large, grinding noise filled the air as a massive, rhino-like horn grew from her forehead and her arms swelled, her fingers fusing together into hard, rocky tips as the Nemetrix appeared around her neck, completing the transformation.

"Probably should have seen that coming." Heatblast sighed as Crabdozer let out a loud bellowed and rammed its horn into him, shoving the both of them through the floor and through another level before they stopped falling, the Pyronite ending up squished under the Crabdozer's bulk.

"Ow!" Heatblast grunted. "Eat hot flame, Ugly!" he cried as he managed to work a hand out from under Crabdozer's bulk and released a jet of red hot fire at its face; the hot coals did absolutely nothing against the Crabdozer's tough hide, annoying the gigantic beast rather than defeating it. "Forgot about that." the Pyronite grumbled before the Crabdozer backed up and lowered its head, catching him on its horn and sending him flying into a wall with a painful crash! "If I live through this, next time I see Driba and Blukic, I'm gonna step on them!" Heatblast declared before Crabdozer rammed its head right into him; the Pyronite let out a pain groan as the Crabdozer let him slide to the ground while it backed up, readying for another charge.

"Need a hand luv?"

Heatblast startled before seeing that it was none other than Robecca hovering in the air above him, a small smile on her lips as she helped him up to his feet before her arms underneath and pulling him up and out of the air just as Crabdozer charged at them; Robecca skillfully dodged the massive horn on Crabdozer's head and flew back up through the hole it had created, nearly crashing into Venus as she peeked over the edge.

"How'd you find us?" Heatblast asked as the Omnitrix timed out and returned Ben to the world.

"It was easy, once I found the carnage." Robecca jerked a thumb behind them at the scene of mass destruction that blanketed the hallway and beyond.

"Geez, this is gonna cost them an arm and a leg to repair." Ben marveled.

"You do have a flare for destruction." Robecca noted.

"You're the second person to admit that." Ben smirked.

"Who was the first?" Venus asked.

"Mr. Baumann. After I accidentally destroyed his store for the tenth time." Ben answered. "Or was the twenty sixth? I've destroyed his store so many times I've actually lost count."

"I believe that is the least of our problems, luv." Robecca steered the conversation back to the matter at hand, pointing to the massive hole behind them as Crabdozer attempted to turn its massive bulk around and catch up to its prey. Ben gulped but turned to the Omnitrix nonetheless, cycling through the roster before selecting Atomix and slapping the activation button. He felt his flesh become slightly squishy and more stretchable, glancing as he turned a dark green in color, parts of his hips, shoulders, wrists, and knees turning black. Large, red and yellow thorns ripped out of his shoulders and arms as he grew taller and taller, his head just barely scraping the low ceiling of the sewer. His hands turned into yellow claws covered by a dull orange covering with small spikes on his knuckles as fleshy thorns popped out of his disappearing knee caps and melting toes. His entire skeleton seemed to vanish completely to be replaced by something like the stem of a plant. His felt his head become engulfed in a flesh flap as his ebbing skull became pointed and brightly colored. The flap suddenly split open, forming into a kind of collar as the Omnitrix appeared on his stomach, finishing the transformation.

"Swampfire? At least he doesn't have a predator." the Methanosian sighed with defeat before a flash of red light came up from behind him, following by a loud snorting noise. He turned just in time to be slammed to the floor by a large, hulking figure only a few feet taller than him. It was ape-like in appearance with thick, shaggy, black hair covering its entire body with massive, cone-shaped teeth sticking out from its lower jaw. The most striking features however, were the massive, curved claws that sat on the end of each stubby finger and the mane of razor sharp blades that stuck out from the beast's neck like a blooming flower; the Nemetrix sat on a spiked, red sash across its chest.

"Ugh! This driving me bananas!" Swampfire groaned as he managed to push the large, alien ape off of him; Robecca and Venus tried to stifle their chuckles as the later trained her blaster on the beast. The gorilla-like creature roared and beat its chest before climbing to its feet; the blades around its neck suddenly started to spin with a loud roar like that of a chainsaw as the arms spun around in tight circles, the claws becoming nothing more than spinning wheels of destruction as everything below the neck disappeared in black, cyclone-like blur.

"Uh, anyone got a spare pair of pants?" Swampfire whimpered.

"Please tell me you didn't." Venus covered her eyes.

"That was a joke," Swampfire chuckled nervously. "What I meant to say was RUN!"

"Wonderful idea, luv! I'll lead!" Robecca cried as her rocket boots kicked in and she shot off down the hallway, leaving a trail of smoke and steam behind her as Swampfire gave chase, scooping Venus up his arms and throwing her onto her shoulders as he ran. The Paludemian was closing in on them screeching and hooting loudly as it chased after them, leaving a trail of mass destruction behind it as its claws and blades sliced through everything; Venus gritted her fangs and cocked her blaster, firing off a round in quick succession, succeeding in keeping the Paludemian at bay for the time being.

"Bobo's not giving up!" Swampfire wheezed as he ran.

"Please tell me that's not what you're going to call it." Venus almost begged.

"No, I just don't know what to call it now!" Swampfire cried as they rounded a corner and continued running. "But as of this moment, we need to find some place to hide!"

"Where?" Robecca wondered.

"ANYWHERE!" Swampfire screamed as he dodged a swipe of the Paludemian. Robecca shrugged and drifted back a bit before she put her rocket boots into overdrive, blasting out a black smokescreen from her rocket boots into the animal's face, giving them cover to run and hide. "In here!" Swampfire hissed, dashing through a door with Robecca on his tail; the door closed by itself, sending the Methanosian and ghouls into a dim darkness.

"Where are we?" Robecca whispered.

"No idea. Hang on a sec." Swampfire whispered as he flexed a certain part of his mind and lit a small amount of methane within his palm, conjuring up a small ball of fire that illuminated their surroundings. Blank and dead screens dotted the wall with bright yellow and black hazard lines painted in a single stripe along the wall. Terminals and computers were sat against one wall with a testing station with a spray painted target board towards the back of the room, a large machine with a several hoses and tubes and a large ray pointed at a blank wall taking up about half of that space. Assorted tables sat about the place with all manner of tools and oddities on them, everything from mannequins wearing fancy hats and leftover Mr. Smoothy cups to broken droids with saw embedded in their skulls and shelves with all manner of materials on them.

"Blukic and Driba's lab." Swampfire replied, not sure whether he should be glad or worried.

"Is that good or bad?" Robecca wondered, wincing at the trashed androids lying in a corner.

"Not quite sure." Swampfire admitted before the door to the lab suddenly exploded into metal shards and wiring as the Paludemian burst into the room, howling and screeching and beating its chest angrily. Swampfire quickly lobbed the ball of fire in his hand at the ape as Venus fired off her blaster. The animal merely snorted in annoyance and swung into the room, grabbing a broken android and throwing it at Swampfire, nailing him in the chest and sending him and Venus flying. Robecca flew directly at him, her fists clenched tightly as she rammed into the beast and pushed it back out of the lab. She drew back her fist again, ready to slug it in the face before she realized who she was attacking, hesitating for a split moment. It was all the Paludemian needed, grabbing hold of Robecca's head and throwing her back into the lab where she crashed into a shelf and had the contents fall onto her; she didn't move.

"Try this on for size, Banana Breath!" Swampfire cried as he tossed a handful of seeds to the ground. The little pods exploded into new life, dark green tendrils that quickly wrapped themselves around the Paludemian's wrists and feet, trapping it to the spot for a split moment before the animal became a cyclone of blades once more and easily tearing through the vines just in time for Venus to drill it with an experimental blaster she had found lying around, hoping it would suffice.

"Eat hot experimental lead, Garbage Breath!" she shouted. "And sorry in advance, Jane!"

"Are you sure that's a good idea?" Robecca wondered as she stumbled out from the wreckage and rapped a knuckle against her head, presumably to hopefully knock something back into place.

"Not in the slightest." Venus said with a small grin before the Paludemian had finally had enough and grabbed Venus's head in its fist. "Oh, Voltage." she managed to curse before the ape threw her across the room and into the strange machine towards the back, a loud hum filling the air as the Paludemian grabbed Swampfire and swung him around and into Robecca, throwing the both of them into the testing area in front of the strange machine; the Paludemian roared and made its way over to them in a single jump, grabbing Venus by the ankle and using her as a weapon to beat the other two into submission, completely ignorant of the machine as it hummed loudly and seemed to be warming up.

"I know! I call this one Goreilla!" Swampfire exclaimed.

"Not the time!" Venus cried before they were all suddenly consumed in a bright, green light.

* * *

They reappeared in another flash of brilliant, green light right in the middle of a shop of sorts, accidentally landing on a crate of merchandise just before the Omnitrix and Nemetrix timed out simultaneously in flashes of blood red and neon green, changing their respective owners back into their original forms. Jane launched herself off of Venus, Robecca, and Ben and back through the air, landing on a metal shelf and hissing loudly at them.

"Where are we?" Venus groaned, wincing at the pounding headache in her skull.

"Offhand, I'd say somewhere in Undertown." Ben grunted as he climbed to his feet, cracking his aching back.

"Undertown?" Robecca cocked a metallic eyebrow.

"An underground city of aliens underneath my hometown." Ben summed up before the sound of tiny feet met his ears.

"Ben Tennyson!? Here!? In Pakmar's shop!?"

"I withdraw my previous guess." Ben groaned. "We're in Pakmar's store."

"Yes, you are!" the little, diminutive alien snapped angrily. "Pakmar thought he was rid of you and your destructive ways a long time ago! Pakmar has had lots of business ever since you disappeared from Pakmar's life!" he spat angrily. "Now get out of Pakmar's shop before you ruin it!"

"Hate to break it to you, but that's not gonna happen anytime soon." Ben frowned unhappily as Jane turned to the Nemetrix and cycled through the roster before selecting an transformation and slamming the activation button. Her back swelled and cracked as her spine arched and lengthened into a long, reptilian tail as her feet ripped through her shoes, forming into four strong toes tipped with razor sharp claws. Her heel groaned and cracked as a fifth claw popped out of the heel, lime colored scales replacing her smooth, violet skin in a rippling wave as she changed. Her neck lengthened to more than three times its size, her jaw jutting out into a lizard-like muzzle as her teeth forced themselves up and over her top lip as her eyes moved to opposite sides of her head, giving her a wider vision. Her skull cracked and groaned in protest as a pair of horns curved outwards from her head, a small pair forming on her cheeks as barbel-like growths formed on her chin. A loud slurping sound filled the air as two, long tendrils formed near the bottom of her jaw, whipping about in the air as their tips hardened into dagger-like tips. A row of pointed spikes formed down her back as her arms lengthened and the last two fingers on her hands swelled into large claws; the rest grew longer and longer until they were bigger than Jane had been tall, a thin membrane forming between them. A loud, clanging noise filled the air as braces formed around her back legs, rings forming around her toes and crude, metallic plating forming along her tail and back, wrapping around her chest like armor as more braces formed around her horns and the two tendrils at the base of her jaw. More plating formed on the fingers of her wings and her skull, forming a sort of helmet as a ball of metal formed on the end of her tail, spikes popping out and turning it into a lethal mace, completing the transformation as the Nemetrix appeared around Jane's neck.

"Uh, just out of curiosity, what exactly do you sell?" Ben asked Pakmar as he turned on the Omnitrix and cycled through his roster.

"Pakmar make big business selling explosives!" Pakmar cried. "It is only thing that keep Ben Tennyson away from Pakmar's business!"

"Then it's time to chill out." Ben smiled confidently as he selected Arctiguana and slapped the activation button, the familiar green light washing over him and changing his DNA. He felt every last shred of his physical being vanish and become somewhat free, becoming pure energy as the Omnitrix focused his bouncing molecules back into a more stable shape. He watched as simply hands and single-toed feet formed on the end of his limbs. Black braces appeared on his hot, red arms and legs, a belt and pair of shorts attached to black straps materializing on his body. The transformation was only half complete however, as black pieces of metal began to wrap themselves around him, tightening and groaning as they formed moveable pieces for his arms and legs, forming a jar-like containment suit that bent over his head and attached to the front with a lock of sorts. Bolts popped out of the shoulders and hands, metal supports appearing on the lock and a large handle appearing on the tightly sealed lid. Three slits in the grill plate allowed limited vision as the Omnitrix appeared on the lock.

"Seriously? NRG is as opposite of Arctiguana as you could possibly get!" the Prypiatosian-B exclaimed.

"Oh, no! No, no, no, no, no! No fighting in Pakmar's shop!" Pakmar cried angrily.

"Sorry, Mr. Pakmar, but that's not happening!" Venus frowned as she cocked her weapon and fired upon the massive, dragon-like beast with fury. NRG's grill started to glow an intense red in color as Parkmar screamed and latched himself to the Prypiatosian-B's face.

"NO! No firing in Pakmar's shop! You will blow it to bits! And Pakmar along with it!" he yelled.

"He has a point, Ben." Robecca pointed out before activating her rocket boots and flying right at the Brynjaak to catch in the gut and sending it to the ground where it bellowed angrily, flapping its wings and toppling over shelves and displays in its attempt to right itself.

"Then what am I supposed to do, act as bait!?" NRG cried.

"Pakmar does not care! Go act as bait somewhere else! Away from Pakmar's shop!" Pakmar screamed as the Prypiatosian-B pulled the diminutive alien off of his face and tossed him to the ground as before he charged the massive beast and drew back a fist, slugging it in its exposed, armored underbelly. The Brynjaak bellowed with annoyance and clambered to its food, swinging its head and knocking NRG off of his feet and into another shelf. The beast opened its jaws, an all too familiar glow getting brighter at the back of its throat as NRG raised an arm to block the attack; instead of hot fire spewing out from the animal's mouth however, a stream of freezing water poured from its jaws, nailing NRG in the face, steam curling off of his body as he howled in agony.

"AGH! NRG IS IN PAIN!" he howled as he scrambled to his feet and ran around in a panic. The Brynjaak roared and ran after him, chasing him all over the store as Venus and Robecca latched onto its wing and tail, trying to weigh it down while Pakmar ran after them all wielding a broom, trying to shoo them all out of his shop before they wrecked the place; unfortunately for him, it was a bit too late for that.

"Out of Pakmar's shop! Out!" he cried, beating the Brynjaak's tail without any effect whatsoever.

"You're only making her angrier, luv!" Robecca cried as she clung onto the middle of the tail, gripping onto the crude armor with her fingers. The dragon-like alien bellowed as it snapped its wet jaws, missing NRG by inches as he dove behind a stack of crates and popped back out, his grill glowing an ever ominous red in color.

"Ben! Don't!" Venus cried.

"Don't do it, mate!" Robecca cried.

"NOOOOOOOOOOOOO!" Pakmar wailed as NRG fired, their warnings too little, too late. A red, hot beam of radioactive energy shot out from his grill plate and hit the Brynjaak's skull helmet, bouncing off of it and smashing into a stack of crates, a loud hissing sound filling the room as the dust settled.

"Clearly, Pakmar did not think this through." Pakmar sighed wearily.

***KA-BOOM!***

Out of the massive ball of fire flew one Prypiatosian-B, one plant monster, one robot, and one Brynjaak, all of them covered in soot and ash as they flew far away from the smoldering remains of the shop and into the back alleyways of Undertown; Pakmar was sent flying towards Spaceman's Wharf, where he no doubt likely be spouting out curses as well as water until someone was kind enough to fish him out of the drink.

"Oh, NRG's head hurts." NRG groaned as he sat up, rubbing the top of his suit as Venus and Robecca slid off of him, also groaning and dusting themselves off; the Bryjaak climbed to its feet, shaking the layer of ash and soot from its armor and seeming to not be suffering from any of the ill effects the others were. It took the opportunity to charge at NRG, bellowing as it lashed out with its tail and through him into an old, abandoned building, reducing it to rubble in one shot before dousing it with another jet of water. NRG groaned and hauled himself out of the wreckage just as the Brynjaak clamped its jaws over him and threw him across the empty junkyard where he crashed into the wreckage of a parked car where the beast proceeded to to tear apart his suit with loud, metallic shrieks of protest coming from NRG's armor.

"Do something!" NRG cried.

"What? Everything we throw at her doesn't even affect her!" Venus cried.

"It is wearing armor!" NRG grunted as the tentacles on the base of the Brynjaak's jaw slithered into the suit after it had yanked the lid off and jammed themselves into the Prypiatosian-B's energy body, siphoning off bits as it fed. "Do something!" he repeated.

Venus was still clueless as to what her boyfriend was getting at, but Robecca seemed to understand. She raced over to the dragon-like beast and jumped onto its back, digging her fingers underneath a loose plate of armor and, with a bit of effort, bent it upwards and exposed the vulnerable, lime green skin underneath. She quickly drew back her hand and punched the area as hard as she could, wincing when the animal let out a loud whimper and withdrew its head from NRG's suit, turning to glare at her as it salivated; Robecca could only guess that it thought she was a smaller, weaker meal and was imaging what sort of delicious treasure sat inside of her protective casing.

"You're up, Venus!" Robecca cried as she activated her rocket boots and flew out of the way just before the beast's jaws snapped shut on the place she had been seconds before. The plant monster nodded and stomped a foot into the earth, a small bush popping out at her feet. She reached for her belt and pulled off her special growth formula she had formulated herself and stored inside of a spritz bottle for easy use; she pulled the trigger and sprinkled the plant with her formula, stepping back as the ground rumbled and the plant grew in size, blooming into a trio of orange roses with gaping, snaggle-toothed jaws at their centers and sharp thorns on their stems.

"Sick 'em, boy!" Venus commanded, jamming a finger at the Brynjaak.

"Just don't hurt Metalwing too much!" NRG groaned as the Brynjaak turned its attention to the massive plant with annoyance, savagely biting one of the stems with its maw and instantly regretting it as it spat out a mouthful of thorns, whimpering like a puppy who had just hurt its paw. The plant creature hissed with pleasure as it snapped its three heads forward and latched onto three different parts of its armor, tearing them off with their acuminous bridgework with ease and exposing the vulnerable skin underneath that they proceeded to lace with a sort of acidic juice that they spat from their hungry maws. Metalwing screeched in agony, flapping its wings to gain height just before the hungry plant sank its fangs into its tail, quickly dismantling the spiked weapon at the end before they converged on the assailable skin; the Omnitrix and Nemetrix thankfully timed out before they could get too much of a taste, returning Jane to the world in a flash of bright, red and green lights.

"As proud as I am that my ghoul can take such a beating, we gotta put her down and quickly." Ben heaved, climbing to his feet. "We need to knock her out before she can change again."

"You mean like she is now?" Robecca asked, descending down from the air.

"WHAT!?" Ben cried a second too late as Jane slapped the activation button and was engulfed in a bright red light, her DNA changing as the Nemetrix did its work. Her arms were sucked into her side like they were spaghetti noodles as her legs lengthened before slowly melting together into a single limb. A sickening cracking noise filled the air as her leg bones bent in almost a hundred different places, the rest of her body becoming more flexible with every passing second while her violet skin began to blister horribly until it exploded into thousands of diamond-shaped scales. Her long belly turned a bright white in color, becoming turn into large scales perfect for moving along the ground as black stripes slowly materialized onto her person. Her head bulged outwards into a reptilian snout, six fleshy growths sprouting from her skull as her eyes split into a second pair. A loud grinding noise filled the air as her teeth grew into thin, sharp fangs and her tongue spit in two at the end. The final transformation was the addition of the Nemetrix around her neck and a loud, wet, splitting sound as nearly a dozen curved blades split outwards from the bones that made up her neck, forming a sort of hood.

The massive, alien snake hissed loudly before it launched itself at Ben, clamping its jaws shut on the spot he had been moments before he rolled out of harms way. His arms became more furry as hundreds upon thousands of yellow colored hairs sprouted all across his body, racing down his legs and over his chest, up his neck to cover his face as his pinky finger was sucked back into his hand, deemed useless for whatever alien he was becoming. His ears became large and fleshy, similar to that of a rodent's as they rotated up towards the top of his head, his face bulging outwards slightly as his nose became flat and primitive looking. His canines became longer and sharper as his teeth became slightly crooked, his skeleton cracking and groaning as it was compressed and shrunken down to a height of roughly four feet tall. Two, long, furry, prehensile tails snaked out from the base of his spine, cracking and whipping themselves around as if they had minds of their own as his feet became bigger and perfect for gripping, his big toe moving into a 45 degree angle that allowed them to be used like extra hands. Black, gauntlet-like coverings materialized on his wrists, allowing his fingers free movement as a suit that greatly exposed his furry chest appeared on his body with green rings on the knees and elbows; the Omnitrix reappeared on a green and white belt around the alien's waist, completing the transformation.

"Good luck trying to catch Teleportail!" the Vong Linducher chattered before his twin tails ripped a hole through reality and he disappeared in a burst of bright light. The Vortex Viper merely flickered its tongue before sparks suddenly danced across its large, metallic blades and slithered over to the spot where Teleportail had been moments ago. The Vortex Viper sampled the air again with its forked tongue a second time before electricity suddenly coursed across its body and it dove right towards the ground; instead of tunneling through the ground however, the snake seemed to tunnel right through the dimensional field, disappearing in a flash of bright light like Teleportail had moments before.

"Oh, that's not good." Venus winced as she scratched her creation behind the head like a dog, earning a happy panting from the large plant behemoth.

"SNAKE!" Teleportail screamed as he suddenly popped back into existence next to Robecca, scampering away just before the Vortex Viper followed suit, swishing its body from side to side as it gave chase after the Vong Linducher. Robecca ran after the massive snake and managed to grab hold of its tail, activating her rocket boots and flying off in the opposite direction just before the massive snake would have swallowed Teleportail whole. "No one eats my boyfriend!" she managed to grunt as she held the gigantic reptile back. "Not even my ghoulfriend!" she managed to add as she hauled the snake further.

"Hold her there for as long as you can, Robecca!" Teleportail chattered. "I'm gonna try to do a quick change!"

"H-hurry up!" Robecca grunted, slowly losing ground. "I don't know how much longer I can keep this-" she started to say before the Vortex suddenly went slack in her grip before giving an almighty pull; Venus lunged forward, grabbing hold of Robecca's legs as the Vortex Viper slammed into Teleportail and disappeared through another hole torn in the fabric of reality, dragging Robecca and Venus along with them and sending them off to some random location.

Venus's plant creature glanced around, whimpering.

* * *

"Refreshments are ready!" Sandra said with a smile as she walked out of the kitchen with a tray of lemonade and cookies in her hands and into the living room, setting the tray down on the coffee table between her and Persephone. The goddess smiled and thanked Sandra before pouring herself a glass of lemonade and snagging a cookie as Sandra waited patiently, not quite sure if there was a protocol or set of rules for how to deal with a god.

"You can grab some too." Persephone remarked, sipping her lemonade.

"Are you sure?" Sandra asked. "I don't wanna offend or anyth-"

"Please, just treat me as your normal guest," Persephone almost begged. "I have to deal with all of the other god's egos enough; my Mom and Poseidon are really the only ones who don't demand a lot of respect from everyone all that much." Persephone sighed. "And don't even get me started on Hades . . ."

"So, you're unhappy in your marriage?" Sandra asked, sampling some of her own lemonade.

"Some may say that," Persephone sighed, leaning back against the sofa. "I mean, being the wife of one of the Big Three is a pretty big honor and all, but I just wish he would stop obsessing over his work and getting revenge on our son."

"What do you mean?" Sandra wondered.

"Oh, you must not have gotten the full set of memories." Persephone sighed as she sat up and leaned over, about to touch her fingers to Sandra's forehead before the woman kindly waved her away.

"No, no, why don't you tell me about it." Sandra urged her.

"If you insist." Persephone shrugged before she began to tell Sandra about her first encounter with Ben, how she wasn't too entirely sure of him at first but gradually began to like him more and more as he degraded her husband further and further. Sandra listened attentively, laughing whenever Hades freaked out at a loss and wincing and fretting over Ben when he seemed to be nearing the end before her face would brighten up when he made a triumphant recovery.

"I have to ask Sandra," Persephone wiped her eyes after laughing so hard tears started to stream from her eyes. "Are you sure you're okay with Ben having a harem? Last time I checked that was sort of frowned upon in your culture. Then again, last time I checked was a few centuries ago." she mused.

Sandra sighed. "Is it alright if I just confess something?" she asked.

"Go ahead." Persephone shrugged. "I can't make any promises that I'll be the only one to hear though."

Sandra nodded. "It's just that . . . I love Ben like any mother would, but I'm always worried about him. I mean, more than usual." she added. "It's just that Ben's a very hard time finding any sort of romance around here from any girl at all. At first he had a crush on Kai Green, then had a relationship with Julie Yamamoto, then I'm suddenly hearing for the first time that Ben is engaged to a Four Arms-"

"Tetramand." Persephone corrected her.

"Yes, Tetramand," Sandra agreed. "And then Ben comes home one day, muttering about some Bullfrag girl-"

"Incursean." Persephone straightened.

"Incursean girl having some creepy crush on him, and then I find out that he broke up with Ester not too long ago." Sandra sighs. "I know Ben is trying as best as he can, but I really think that he'll just end up alone later in life. And I won't live to see any grand kids!"

"What does this have to do with Ben having a harem?" Persephone asked.

Sandra sighed once more before continuing. "I just don't want to see Ben hurt again," she confessed. "I'm sure all of his . . . ghouls . . . are wonderful girls, but I'm afraid that at some point or other they'll feel as if Ben isn't giving them the attention they need and will leave him for other men. I just don't want to see my baby hurt." she sighed unhappily.

"I don't think you'll have to worry about that." Persephone reassured her. "But why haven't you told Ben this?"

"He's always around at least one of his ghouls," Sandra explained. "I don't want to accidentally chase off any chance of my baby finally finding love when I tell him he'll have to be responsible."

"Ben is responsible?" Persephone cocked an eyebrow.

"Not normally," Sandra shrugged. "He does take his hero work very seriously when he has to, but other than that he doesn't seem to be very accountable on other things."

"You'd be surprised about how much Ben has grown over the past four months." Persephone smiled before a loud explosion rocked the ground very close to them. "What was that?" Persephone wondered, setting down her empty lemonade glass and half eaten cookie.

"Ben." Sandra shrugged. "Anytime you hear anything like that, you know my baby boy's nearby." The two woman got up from their seats and rushed to the front of the house where Sandra threw the door open just in time to see Teleportail, Robecca, Venus, and a very ticked off Vortex Viper suddenly flash into existence on the street outside, the massive snake cracking its long tail and sending the two ghouls flying a couple yards down before it quickly wrapped its coils around Teleportail and began to squeeze.

"Gah! C'mon . . . one more . . . time!" the Vong Linducher choked as he managed to tap the Omnitrix disk on his chest, engulfing himself in a brilliant, green light as the Omnitrix injected a new set of DNA into him. Alien blood flowed through his veins as muscles piled themselves on him, everywhere to his arms and chest to his neck and legs, every part of him was getting bigger and stronger with each passing millisecond. His skin hardened into plate like armor that turned brown as large scales traveled up his legs and chest. His legs became thick and pillar like as his feet began to match those of an elephant. A thick tail sprouted from the base of his spine as he was forced to hunch over slightly. His neck became a little longer retaliative to his 20 foot frame and his lower jutted out his fingers swelled with power. A pair of black briefs and a green sash appeared on him, completing the transformation as the Omnitrix symbol appeared on the sash.

Humungousaur let out a loud bellow as he fought against the Vortex Viper's hold on and quickly managed to pull himself free. The massive snake hissed angrily as it launched itself at the Vaxasaurian, only to be grabbed by the head in one large, meaty hand and taking hold of the tail in other one. He then released his hold on the animal's head and swung the gigantic snake around in a wide circle until he had built up enough momentum and bashed the Vortex Viper against a tree, stunning it for the moment.

"How do ya like me now, Slither Hole?" the Vaxasaurian grinned; the cock smirk was immediately dropped when an ever familiar, blood red light washed over the massive reptile, briefly changing it back into Jane before forcing another strand of DNA into her bloodstream. Her shoulders and back swelled with muscle and tissue as her bones grew bigger and bigger with a loud cracked noise. Her spine ground and cracked before splitting into a second pair right above the original, the transformation forcing it up and out from under her skin and into the open air where it quickly hardened into bony plates with two, sharp fins go outwards and another curving back. A long, bony tail whipped out from the base of her spine, muscle and tissue quickly enveloping it before skin and more bony plating covered the top, a spike forming on the end as four more, _Stegosaurus_-like spikes sprouted along her tail. Her legs made a sickening, wet sound as they split in two, forming a second pair that quickly bloated with muscle and bigger bones; her toes melted together into two, razor sharp claws as her heels ground and popped out as a third claw. Her body lengthened and became segmented as her arms split into not one, not two, but three pairs whose fingers quickly fused together into two large claws. Her head bulged outwards as razor sharp fangs ripped through her gums and four, bull-like horns grew on either side of her head. The skin around her head turned a blood red as her segmented underbelly turned a light lavender with the back plates turning a dark purple. A long, hollow horn sprouted out from her skull as her nostrils enlarged, completing the transformation as the Nemetrix formed around her neck.

"Aw, man." Humungousaur gulped nervously as Tyrannopede let out a loud bellow in his face before turning around on its four legs and smashing its tail down on him, sending him deep into the pavement. The Vaxasaurian quickly hauled himself out as the tail came back down for another swing; he was ready for it this time however and caught it in his large arms, turning around and struggling for a few moments before managed to flip the gigantic, alien tyrannosaur onto its back with great effort. Tyrannopede merely growled with annoyance as it managed to flip itself over and climb back up onto its legs, shooting a jet of thick webbing form the hollow horn on its head. Humungousaur quickly dodged out of the way and ducked behind a parked car as another jet of webbing ensnared the vehicle.

"Eat this!" Humungousaur bellowed as he hauled the car up onto his shoulders and chucked it at Tyrannopede's head, succeeding in striking it and dazing it long enough for him to get underneath it. The massive carnivore would not have any of it and raised up on of its legs and stomped down onto Humungousaur's back, pinning up to the ground as it turned around and spat another jet of webbing out from its jaws. The Vaxasaurian struggled inside of the cocoon as Tyrannopede grabbed it by an end in its jaws and shook its head like a bulldog before it split open and it tossed the both of them down the street.

"Ugh, I don't know how much more of this I can take." Humungousaur groaned as he climbed to feet to stare down the gigantic carnivore on the other end of the street.

"Benjamin Kirby Tennyson!"

"Mom!?" the Vaxasaurian panicked, both predator and prey turning their attention to the furious woman that was standing on the sidewalk with Lady Persephone at her side, looking somewhat indifferent with perhaps a hint of worry in her eyes. "I thought this street looked familiar." Humungousaur grumbled under his breath as Sandra marched off the sidewalk and over to him, utterly being dwarfed by the Vaxasaurian's huge frame.

"Just what do you think you are doing?" she frowned.

"Trying not to get eaten." Humungousaur replied.

"When you should be with your ghoulfriends?" Sandra's frown deepened. "I cannot believe this! You have a hard enough time getting any sort of girl here, but you away to another dimension for four months and come back with a harem of all things!? Do you have any idea how much responsibility that takes!"

"Well, yeah, but-" Humungousaur started to say before Sandra interrupted him.

"I'll admit at first I was uncomfortable with the idea of you having a harem, but I trusted that you knew what you were doing, but what do I see? First chance you get, you ditch them to fight this monstrosity!"

"Uh, Mom?" Humungousaur tried to edge in, but Sandra had turned her attention away from him to the massive animal that dwarfed the both of them.

"And as for you! Trying to devour my son after he's only been home for a few hours after coming home from an absence of four months!? What kind of monster are you!? Get out of here you ugly beast and leave my son ALONE!" Sandra roared angrily.

"Um, Mom?"

"WHAT!?" Sandra heaved, trying to calm herself down. Humungousaur merely pointed behind her, and she whirled around to glare back at the Tyrannopede before realizing something. Where as before the animal's eyes had been a blood red in color, they were now a sky blue. On top of that, the beast seemed to be getting smaller and less muscled as time passed, extra arms and legs fusing back together or slurping back up inside of the shrinking body until there were only two of each. The tail cracked and groaned before slowly edging its way back up into the spine, the spikes melting back into the flesh before the tail disappeared all together. The horns were forced back into the shrinking skull as indigo and magenta locks started form on the bald scalp and the three different colors of the beast suddenly flashed into a deep lavender in color as the two claws on the shifting mass's hands split into five digits, the skin softening and becoming smooth after a time. The head folded in one itself until it was roughly a ball in shape, two small, circular flaps forming on either side as the eyes shifted back to the front of the head, completing the transformation as an ever familiar set of clothes formed around the person.

"That." was all the Vaxasaurian could say as Jane starred back at them with a horrified look. She upon her hands, at the wretched device strapped to her left wrist, and then looked to Sandra and Humungousaur with tears starting to form in her eyes.

"Oh." Sandra winced. "I'm sorry, dear. I didn't mean to-"

Jane suddenly gave a blood curdling scream as she blocked out all outside thoughts and senses and focused on one image inside of her head, the changes beginning almost immediately. Her violet skin began to blister horribly, feathers patterns printing themselves across her arms and legs as her nose and mouth fused together in a horrific show into a hard, horny beak. Her lavender eyes turned gold in color as they moved a little ways away from their current position, sharpening to a thousand times better than before as her arms cracked and shifted their bones into a different position. The feathers all across her body were popping out in quick, random movements all across her body as her clothes disappeared off of her body, her feet tearing through her shoes as they melted into three talons; her heel ground and groaned as it was forced out the back of her foot, becoming a forth toe as her legs thinned and became scaly and hard. Tail feathers sprouted from the base of her spine as she shrank down to the size of a cat, her arms spread wide as wing feathers suddenly popped out, completing the transformation.

With the Nemetrix in the form of a collar around her neck, the eagle gave a screech and flapped its wings, taking to the skies and soaring overhead until she was nothing but a dot in the sky.

Humungousaur sighed and pinched his brow, as if tired. "Mom, you know I love you, right?" he asked wearily.

"Yes." Sandra nodded, feeling incredibly bad.

"Then you know that it pains me when I say that you are the biggest jerk I have come across today." he sighed with disappointment in his voice. "I'm gonna go see if I can't get her to calm down." he said with exhaustion as he slapped the Omnitrix on his sash and was engulfed in a bright green light. His skin hardened into a thick exoskeleton, becoming jointed and plated as it turned green. His bones vanished as skull became pointed and even thicker than before. His teeth became sharp and his eyebrows became pointed as his eyes turned green and quick sighted. His legs bent backwards, a slightly painful process as a sort of webbing formed between the joints. His toes disappeared, three sharp claws taking their place, two in front, one in back. His two middle fingers disappeared, the ones left becoming sharp. He felt muscles packing themselves on top of each other in his legs as his body became divided into two sections, his butt expanding out into a slim thorax. A set of black and green overalls formed over his body as spines formed on the back of his arms and legs, completing the transformation.

"Hopefully I can fix whatever shattered pieces of Jane remain." Crashhopper mumbled under his breath as he bent his legs and launched himself the length of three city blocks in a single bound.

"What have I done?" Sandra wondered to herself in a horrified voice.

"Don't worry, Ben! We're here to save you!" Venus cried as she and Robecca came charging out of the backyard, weapon cocked and loaded and rocket boots ready and raring. "Where did he go?" she wondered when she saw the empty street.

"He went after Jane," Persephone explained as she tried to console Sandra. "She kinda . . . lost it." Persephone merely said, patting Sandra on the back as she sobbed quietly.

"Sphinx." Robecca cursed as she hooked her arms under Venus's and took to the air, chasing after Crashhopper as he bounded from street to street in chase of the violet stained eagle.

* * *

Jane held her head in her hands, her mind a hurricane of thoughts and emotions. She sat on an old merry-go-round on the edge of an abandoned playground that the city hadn't found the funds to remove; old swings creaked and groaned as they swung back and forth in the breeze, the wood chip pit that prevented many scraps and bruises now overgrown with weeds and plants, and slide fortress now starting to rot. The merry-go-round moaned in protest as she sat back up, drying her eyes when she moved her body back to lie down on the multicolored, metal disk.

Why had Sandra said those things about her? About how she was hideous and deformed? About how she was nothing more than . . . a monster? How could she say those things? Jane had tried to be nothing but nice to her ever since they were introduced by Ben, and for once in a long time, Jane had felt as if she had been fully accepted by someone other than her ghoulfriends and Ben. It felt she had taken a big step into getting over her severe shyness and awkward social skills, but all that progress that been destroyed in less than a few, cruel sentences.

Her attention was broken away by a small chirping noise. Jane sat herself back up to see a small chickadee sitting on one of the merry-go-round's handles, cocking its head at her and chirping once more. Jane smiled and reached out with a cautious hand as the small songbird hopped along the railing and rubbed its head against her fingers, a small smile coming to Jane's face. A dull clang caught her attention and she turned to see a pair of squirrels looking at her with their wide eyes.

"So fairy tale." Jane smiled as the two squirrels scampered over to her and sat on their haunches as a cardinal, pair of robins, and crow descended from the sky and landed at different points all around her; a stray cat hopped up onto the merry-go-round and curled up in Jane's lap as a box turtle crawled up to Jane's feet, looking up at her with a sleepy expression.

"Thanks." Jane smiled; the robins chirped a quick serenade as the crow cawed loudly and off key.

"Yes, I suppose it is rather unusual for someone to talk to animals." Jane sighed. "But it's a lot easier than talking to other people and monsters."

The chickadee in her hand gently pecked her thump and sang its sweet song. "N-no, I really d-don't sing all that well." Jane stammered; the animals quickly encouraged her to at least try and Jane soon gave way under their kind words. "I-I don't really know any songs, so I'll . . . improvise?" she winced, expecting some protest coming from her new friends; there were none to be had as she took in a deep breath and attempted to sing.

"_Animals are better than people. Tell me, don't you think that's true?_" Jane sang as best as she could, the birds encouraging her quietly so as not to interrupt.

"_Yes, people will beat you and curse you and cheat you, every one of them's bad except me._"

"_But people smell better than animals. Tell me, don't you think that I'm right?_"

"_That's true as can be, for all except me._"

"_Good night._" Jane hummed quietly, ending the little ditty she had made up on the spot and relaxing back onto the merry-go-round feeling much better than before; the birds gave her comforting tweets and caws before heading off once more as the cat and squirrels said their farewells before getting back to their beforehand businesses. The turtle turned to leave as fast as could, moving about a couple inches after a minute or so.

"You're a pretty good singer."

Jane sat up on the merry-go-round at the familiar voice to see Crashhopper walk out from behind a large oak tree as the Omnitrix timed out and returned Ben to the world as he sat down next to Jane on the merry-go-round. "You okay?" he asked.

"I'm not really sure." Jane admitted.

"If it makes you feel any better, my Mom didn't know you were a Tyrannopede." Ben told her after a few moments of silence. "She just assumed you some mindless, alien monster set out to destroy me."

"Ben? That's not really helping." Jane said sadly.

"Sorry." Ben apologized. "But why are you so upset over what my Mom said?"

"It's just that . . . everything she is true." Jane hung her head with shame. "I'm nothing more than a monster, even more so than now with this cursed device strapped to me." she gestured to the Nemetrix on her wrist. "Plus, she kinda scares me now after she yelled at you."

"Yeah, she is kinda scary at times." Ben admitted with a small smile. "But you aren't a monster. Not in the literary term anyway." Ben corrected himself. "You are a kind, sweet, smart ghoul who strives to help those she cares about once she's gotten over her own personal obstacles. Animals love you, and me and the ghouls adore you. We'd miss you if you were gone and we can't imagine life without you by our side, filling our lives with the animal-related mayhem and mishaps that we've come to enjoy. You may not realize it, Jane, but you do matter. You may not matter to a lot of people, but you matter to those who care."

"Couldn't said it better myself, luv." Robecca smiled as she came down from the sky, dropping Venus low to the ground.

"Yeah, who cares what other people think?" Venus smiled. "I cut my hair with a weed whacker once, and I've kept it just like this ever since, no matter what my Mom said." the plant monster gestured to her head.

"Exactly." Ben smiled. "But we should still see if we can't get that thing off of you." he added, pointing to the Nemetrix before turning to the Omnitrix and tapping it; the device buzzed a few times before it connected and Grandpa Max's voice came from the other end.

"How goes the chase, Ben?" he asked.

"Crisis averted, Grandpa." Ben replied. "We managed to stop Jane and were waiting at Adleman Park for pick up."

"How did you get all the way from Plumber Headquarters to Adleman Park?" Ma x wondered.

"It's a long story." Ben sighed.

"Fair enough," Max said from the other end. "But I want a full report on my desk by the end of the week. Or at the very least, an eye witness account this afternoon."

"See ya, Grandpda." Ben signed off before turning to the ghouls. "You up for smoothies?"

"Smoothies?" Venus cocked an eyebrow.

Ben smiled. "Allow me to introduce you to the greatest refreshments stand in the entire multiverse." he said, climbing off of the merry-go-round and taking Jane's hand as they left the park behind to partake in what the ghouls would later find out to be the single greatest establishment they would ever visit.

Once they got past the unusual flavors that is.

**And there we go!**

**And what is this? It seems even I have succumb to the horrid disease known as _Frozenitus! _AHHHHH!**

**Anyways, if you didn't see your predator in this chapter, fret not, for new ones will debut later! But for now, here are the current predators that appeared in this chapter and their respective creators.**

**Antlerback (Wildvine's predator) - _Creaturemaster_**

**Slamworm (Armodrillo's predator) – _Ben 10: Omniverse_**

**DisgusThing (Toepick's predator) – _Master-of-Dreams (DeviantArt)_**

**Corrosive (RazrEdge's predator) – _Morantis_**

**Crabdozer (Heatblast's predator) – _Ben 10: Omniverse_**

**Goreilla (Swampfire's predator) – _Sarcasm is a Habit_**

**Metalwing (NRG's predator) – _DJ Rodriguez_**

**Slither Hole (Teleportail's predator) – _Darkness Rissing_**

**Tyrannopede (Humungousaur's predator) – Ben 10: Omniverse**

**Once again, I would just like to thank everyone that participated in the Nemetrix predator contest, and then thank everyone else for taking the time to tune in and read this wonderful work of mine. You guys and gals are the best.**

**As always, comment, review, suggest, and request down below.**

**Hasta Luego!**


	50. Malformed

**Greetings, citizens of the universe! It is I, **_**Creaturemaster **_**back with another chapter for you to enjoy.**

**I come baring many ideas and suggestions for X-overs brought to you by my dear friend **_**Menatron the Angel of Ideas: **_**ideas for an Avengers/Winx Club X-over, a Ben 10/Avengers X-over, Ben 10/DC Nation X-over, even a Ben 10/Winx Club X-over! I intend to do a few of these in some form or other, but I would love to see what other people come up with. If you like one of these ideas, PM me or **_**Menatron **_**about it; we'd love to help.**

**As always, comment, review, suggest, and request down below!**

**Onwards!**

Ben felt himself start to slowly stir, his eyes starting flicker about and move underneath his eyelids. He tried to force his eyes to stop moving so he could back to sleep, but his body seemed against the idea; his muscles felt uncomfortably stiff and heavy, his brain was starting to take in information better, and he started to feel a tad hotter than last night when he collapsed back into bed after dealing with the Vreedle brothers for about half of the night; luckily for him, it seemed most of Bellwood's and Undertown's assorted criminals quickly turned themselves in once word of Ben's return had spread like wildfire. Whether they were petty criminals or powerful gangsters, all of them seemed to fear Ben the instance he came back into play. Really, it only seemed the most dimwitted or powerful of the villains dared to remain at large until Ben found the time to knock them back down one after the other.

For the moment however, it seemed he was stuck fighting the urge just to go back asleep. After a few more minutes of struggling, Ben finally gave up and let his eyes open to stare upwards at his bedroom ceiling. He was about to get out of bed like he normally did when he was disturbed from his sleep by hero work (which usually involved oozing out of bed and onto the floor), when he heard a soft snore in his left ear; he froze on the spot and moved his eyes to see Frankie cuddled up to him, her lips turned upwards in pleasant slumber. Ben shifted his eyes to his right and turned to see Jinafire had curled up next to him, her tail wrapped around her head as a thin trail of smoke curled up from her lips every time she exhaled. Ben rotated his eyes all around his bedroom to see the ghouls had claimed various spots as their own; Nefera had claimed the area on the floor right next to Ben's bed, Whisp cuddled up to her in her sleep with her face pressed deep into Nefera's cleavage; Venus had set herself up in Ben's desk chair next to the window where she could feed off of the sun's morning rays while Robecca lay deactivated and lifeless on the floor next to her; Avea stood guard at the door, her wings wrapped around her like a blanket as her legs remained locked into place while Gigi floated on a shimmering, magenta cloud of smoke over her head, lying down on it as if it were a bed of sorts; Skelita and Bonita shared a blanket that the later was slowly nibbling on in her sleep as Clawdeen and Lilith shared the spot at the foot of Ben's bed; Spectra and Vandala were floating in their sleep in separate corners of the room as if they were napping on invisible beds, occasionally turning over in their sleep; Twyla was nowhere to be seen, although Ben did hear some quiet murmuring coming from a dark shadow near the TV that Lorna had curled herself up in front of, resting her head on her hands. He did not however, see Jane anywhere in sight; this worried him.

"Please give me something small." Ben whispered quietly as he ever so slowly moved his arm across his body to activate the Omnitrix, gently pressing the button and cycling through the roster out of the corner of his eye until he came across what he hoped to be what he asked for. Holding his breath and waiting a minute to make sure all his ghouls remained asleep, her pressed down on the activation button, silently praying that his ghouls wouldn't wake up upon the transformation. His skin turned a metallic sheen as his skeleton began to crunch and slither towards the surface of his body, coating his entire body in a tough casing underneath the metallic gleam. His fingers sharpened into small claws as his toes all fused together into a single digit before his heel ground and split into two other toes that bent backwards. A pair of insect-like wings split out from Ben's spin as his skull was pulled back into a small crest while his eyes split into a second. The Omnitrix appeared on the center of his face, surrounded by all four of his eyes, as a green and black body suit appeared on him, completing the transformation.

"Perfect." Nanomech sighed with relief as he pushed off from his bed covers and buzzed his tiny wings, taking to the air and zooming over to the doorway as fast his tiny wings could carry him; the ghouls looked utterly massive to him now, their beautiful faces blown out of proportion and their arms and legs as big as redwoods. His bedroom floor stretched before him like a nearly endless sea with stray clothes and other personal belongings like massive islands. Nanomech buzzed his wings faster, diving down to the floor and slipping out under the crack between the door and floor and into the hallway beyond; it was still dark in the house, the lights turned off for the time being. He flew away from his parent's bedroom and towards the living room, freezing on the spot for a moment when he saw that Lady Persephone had been given the couch for the night, snuggled deep under a spare blanket as her indigo locks crackled and flickered quietly; a sudden breeze threatened to put the goddess's hair entirely, and Nanomech turned to see the sliding door towards the back of the house was open, the source of the problem and most likely where Jane had gone.

The small, metallic insect flapped his gossamer wings and flew through the open crack of the door and out into the open air just as the Omnitrix timed out, engulfing him in a bright, green light and bringing his human form back into the world. The air was cool against his skin and the sun was just barely creeping over the horizon, bathing the world in a soft glow that ever so slowly chased away the advancements of the night until in turn the army of daylight would be defeated by the night's shadows. Morning dew dotted the deep green grass of the backward, a cool breeze rustling through the single oak tree's branches overhead.

"Jane? You out here?" Ben called out.

There was no verbal response to be heard of, but a sudden rustling caught his attention; he had a hunch as he slowly walked across the grass and towards the base of the oak tree, grabbing onto the lowest branch available and hauling himself up before he grabbed hold of another branch pulled himself up into a safer position than before. The tree's leaves formed a sort of shield for him, sheltering him from the outside world and revealing its inner sanctum to him as he moved through the tree's branches as quietly as possible. After a bit of searching with his eyes, he finally managed to find a flash of purple amongst the cover of the leaves and went after it, slowly moving each of his limbs once the previous one was safely hooked around a branch or sitting in a small hollow until he was close enough to his target to sit down.

"What are you doing out here?" Ben asked as he sat down on the large tree limb next to Jane.

The jungle girl didn't move as she continued to look downwards at the backyard below. "I could ask you the same thing." she replied.

"But I asked first." Ben smirked.

Jane sighed; he had her there. "I was afraid that I might . . . go feral again." Jane admitted sadly. "It's because of this thing that I'm afraid I'll hurt you and the ghouls." she gestured to the Nemetrix on her wrist.

"You shouldn't be afraid." Ben told her.

"Of course I should!" Jane cried with exasperation. "I-I could k-kill y-you or . . . or the ghouls! Or your parents! Or someone! I don't deserve such kindness from you! I'm nothing but a monster, a freak of nature! More than I already was! I'm a monster! A MONSTER!" she screamed; her left arm suddenly morphed into that of a gorilla's that quickly obliterated the edge of the thick branch they were currently sitting on in a spray of splinters. "SEE!" she screamed angrily, tears start to well in her eyes as she hugged herself.

"Jane, you don't have to be afraid," Ben said after a few silent minutes. "That thing strapped to your wrist doesn't make you a monster. Knowing how and when to use it is what makes you human, per se."

"Hmm?" Jane sniffed.

"Look, I don't care if you have this thing stuck to you." Ben told her. "How do you think I felt the first few times I used the Omnitrix? People were scared of me, worried I would hurt them. Sphinx, even I was scared at first about using this thing." he joked lightly, holding up the Omnitrix for Jane to see. "But once people saw what I was doing, that I chose to save them and not hurt them, they started to except me. Things only really went bad when my secret was exposed and Harangue started a smear campaign against me."

"Really?" Jane wondered.

"Really." Ben nodded before the Omnitrix buzzed; Ben quickly tapped it and a click could be heard from the other end.

"Ben? Are you there?" Rook's voice came.

"Yeah, I'm here. What's up?" Ben asked.

"Other than the usual precipitation and possibly some birds, it would appear as if some old enemies of yours are currently stealing a parked vehicle." Rook explained. "Are you familiar with the Road Crew?"

"The Road Crew?" Ben parroted. "I haven't see them in years. Not since I was ten." he murmured. "But shouldn't we leave this kind of thing to the cops?"

"Plumber rules state the we normally would, if the road Crew had not also stolen some alien technology and are currently using it to make their getaway."

"We'll be there as fast as we can, Rook." Ben replied.

"We?" Rook wondered before Ben turned off the Omnitrix.

"We?" Jane asked worriedly.

"Yes, we." Ben nodded. "Until we can get that thing off of you, you might as well learn how to use it. And the Road Crew will be a piece of cake to defeat."

"O-okay." Jane agreed nervously.

"Good." Ben grinned as he turned to the Omnitrix and cycled through the listings before selecting Astrodactyl. "Lets fly!" he quipped as he slammed down on the activation button, engulfing him in a brilliant, green light and changing his DNA. Ben's fingers hardened into sharpened blades as a long, whip-like tail sprouted from the base of his spine and stretched out a couple feet. His toes ripped out of his shoes and melted into four claws, two in front, two in back. The ball of his heel crunched forward, moving under his foot bones and becoming perfectly round and smooth, suddenly separating itself from his foot and held there by his curved toes. Ben felt his skull stretch back into a sharp point and his legs bent backwards. A pointy, black helmet with a slide down mask materialized on his head and a tight, black and green body suit appeared on himself, the Omnitrix appearing on his chest, completing his transformation.

"Or run. Running's good too." XLR8 sighed as he hopped down from the tree and landed on his balled feet. "You wanna try the Nemetrix or wait until we get there?" he called up to Jane.

"I-I'll fly on my own." Jane insisted as she focused on an image in her head. Muscles piled themselves along her body as her chest expanded outwards into a large, bowl shape, her lungs and heart growing larger to fill the available space. Her spine cracked and ground as it became more flexible and a long tail whipped out from the base of her spine. Her ears became more pointed and rotated to the top of her head as her eyes moved apart slightly to accommodate her new, sharper eyes. Her teeth cracked and groaned as they became sharp fangs, her fingers shortening and fusing together slightly into form paws with razor sharp claws at the end. She felt more muscles pack themselves tightly together along her shifting legs and in her shoulders as millions of short hairs formed all over her body, turning a violet color as black dots suddenly popped into place, tear lines forming from her eyes and down to her nose as the Nemetrix appeared as a collar around her neck.

"Oh, so you wanna race, do ya?" XLR8 quirked an eyebrow as the cheetah leaped down from the tree and down onto the grass to sit on its haunches and lick its paw.

"I'll take that as a yes." the Kinceleran smirked as he dashed off in a black and blue blur; the big cat seemed to roll its eyes before taking off after him.

* * *

"Floor it, Baron!" Turbine snapped. "I don' wanna be around here when the brat arrives!"

"Cool yer engine, Turbine." Baron soothed his teammate; the road pirate had light brown hair and a mustache, with a pair of dark shades over his eyes and a toothpick between his teeth. Fingerless gloves sat on his hands and he wore an open black vest over a white shirt with his trademark green and white trucking hat on his head. "Ol' Tennyson probably don't even remember lil' ol' us."

"Hoo-whew!" Road Rage cheered, showing what little teeth remained in his head. "We done stole us a good 'ne this time!" he cried happily before something large rammed into the RV from the side. Turbine ran away from her position between the two front seats and looked out the back window to see the Proto-TRUK behind them with Rook at the wheel and a determined look on his face.

"It's the blue boy Plumber!" Turbine declared.

"Dang! I thought we done lost him!" Baron cursed. "One thing I will say though, he's got one sweet pair o' wheels."

"Floor it!" Road Rage howled. "We'll take care of- WHOA!" he yelped as the RV was suddenly rammed in from the other side. "What in tar-nation was that!?"

"Either the circus is in town, or Tennyson's done learnt a few new tricks!" Turbine cried; Baron spared a glance in the side mirror to see one very big, lavender stained elephant with a suspicious red collar around its neck running as fast as it could next to the RV, its massive feet hammering into the road as it raised its trunk and let out a loud blast. On the elephant's back, a cocky smirk on his face was none other than Ben, giving the Road Crew a friendly wave.

"Ya know when I said to floor it earlier, Baron?" Turbine gulped.

"Yeah? So?"

"Floor it even harder!" Turbine roared as the pachyderm rammed its massive bulk into the RV a second time, nearly tipping it over. "And hurry!" she added when she heard a soft thump on the roof, followed by a second, and third.

"Either I'm seein' things again, or that there elephant just darn disappeared!" Road Rage gulped nervously.

"I have had it with this whole alien-freakshow thing!" Baron roared as he stomped down on the gas even harder. "Take care of them there bugs while I drive us ta safer waters!"

"Can do, boss!" Road Rage grinned as he unbuckled himself and picked up his new weapon, an experimental Plumber blaster; Turbine decided to keep to her trust wrench as she opened a window near the back of the vehicle and climbed out and onto the roof where she saw Ben, Rook, and a strange, lavender-skinned girl with an equally strange watch strapped to her wrist.

"Long time, no see, brat." Turbine smirked. "I see ya got yerself a girlfriend, too."

"A lot happens in eight years, Engine Block." Ben shrugged.

"The name's Turbine!" Turbine snapped angrily.

"Oh, really? I never really remembered, seeing how me and my cousin beat you so easily." Ben yawned.

"If it weren't fer you and yer stupid, fancy watch, we'd be back out in the badlands stealin' vehicles without hitch!" Turbine growled. "That, and a lotta luck, too!"

"You sure it wasn't just because your complete morons, Steering Wheel?" Ben's smirked deepened as he ducked a swipe of Turbine's wretch.

"My name! Is! Turbine!" she roared. "And the only stupid one here is Road Rage!"

"And I'm proud of it too!" he grinned a nearly toothless smile as he popped out of the sunroof with his weapon in hand. "I think . . ."

"Less thinkin', more shootin'!" Barn ordered from the driver's seat.

"Can do, boss!" Wa-hoo!" Road Rage cheered as he pulled the trigger and sent blood red pods of blaster energy firing at the trio as Turbine attacked Rook; the Revonnahgander just barely managed to shift his Proto-Tool into a blade to block the blow before taking a swipe at turbine and forcing her back as the RV sped ahead.

"C'mon, Jane!" Ben cried as he turned on the Omnitrix and cycled through the roster. "Now's your chance!" he yelled as he slammed down on the activation and was engulfed in a bright, green light. The first noticeable change was his size. He quickly shrank down from his good six foot frame to something a little under five inches. His skin turned a gray color and became moist. He felt his feet each lose two toes and become webbed. He lost a single finger on each hand as his eyes bulged out of his head. The most dramatic change Ben felt as he was changed was when he felt his part split into two parts, one that seemed slightly smaller than the other half. He suddenly understood everything about the world and its inner workings. The Omnitrix appeared on the back of his jumpsuit, completing the transformation. "Grey Matter? Seriously? Whatever happened to Frankenstrike, hmm?" the Galvan sighed.

"Are you sure about this, Ben?" Jane yelled over the roar of the wind.

"Just trust me, Jane!" Grey Matter cried as he hopped and ducked and dodged blaster fire from Road Rage. "Just don't turn into an Omnivoracious!"

"A what?"

"A large, omnivorous bird that was the natural predator of my current species until it was wiped out by a meteor strike and subsequent climate change!" Grey Matter explained as he leaped and landed on Road Rage's head, dodging the road pirate's hands as he tried to smack him. "And do it quickly, please!"

Jane gulped and ducked down to the roof of the RV, gently tapping the Nemetrix and cycling through the available transformations, careful to avoid animals like a Tyrannopede and Omnivoracious as Grey Matter had requested, before she found a suitable form and pressed the activation button, engulfing herself in a blood red light. She felt her bones grind and groan as they were forced to shift, her organs expanding and disappearing as the case may be. Jane felt her face shove out into a short muzzle, the skin around her mouth vanishing back into her face with a sicking sucking sound as the bottom teeth sharpened into wicked sharp fangs that curved up over the top jaw. Muscles piled themselves on top of her chest and back as her skint turned a pale white, her arms and legs thickening as they bent into different positions than before. A loud tearing sound managed to be heard over the crackling of the flames as her clothes were ripped off of her expanding form, a long, reptilian tail sprouting out from the base of her spine. A row of spikes rose out from Jane's spine as her fingers turned into blood red claws, her white skin turned black and red around the back face as her eyes divided into a second pair; she felt a pair of organs appear around her lungs, connected to the row of gill-like slits on either side of her neck; the transformation was complete when the Nemetrix appeared around her neck as a spiked collar.

"Buglizard? Perfect!" Grey Matter brightened as he jumped out of the way of Road Rage's grasping hands; the road pirate slowly reached down inside the RV and towards the small kitchen area the vehicle provided, grabbing the first thing within reach, which just happened to be a frying pan. He ever so slowly pulled the weapon off of the counter and smacked it lightly in his hand, bringing it up behind him where he hoped the Galvan wouldn't see him. Once he sure he would crush the small, alien amphibian into a gooey paste, Road Rage swung the weapon as hard as he could; Grey Matter saw the move coming a mile away and jumped down onto Road Rage's shoulder before disappearing inside of his overalls, winced as a loud, gong-like noise rang through the air and Road Rage dropped to the floor of the RV unconscious and with a stupid smile on his face.

"Them redcoats is comin', them red coats is comin' . . ." he murmured deliriously as Grey Matter climbed out of his overalls with his hands over his mouth as the Omnitrix timed out and returned Ben to the world.

"Agh! Does that guy ever clean himself!?" he gagged.

"Sadly, not usually." Baron admitted as he unbuckled his seat belt and set the RV on autopilot, a feature he had turbine add in at the last moment while he and Road Rage had kept the authorities busy. That is, until Rook had arrived and nearly diced them into sushi and forced them to make a hasty retreat. "but you probably won't live long enough to him take his next shower!"

"Dude, that is so sick." Ben shook his head as he tapped the Omnitrix and selected a random alien before slapping the activation button and engulfing himself in another flash of green light. His body began to grow as millions of muscles piled onto every part of his body, his fingers and hands swelling as alien blood pumped through his veins. Stitches appeared on his body as the transformation teared through his shirt, ripping it to shreds as patchwork skin took the place of his old one. A pair of green gauntlets formed on his hands as metallic bolts burst out from his body on his arms and back, twin gigantic conductors tearing out of his shoulders and crackling with electricity as a pair of black pants and large boots appeared on Ben. His jaw jutted outwards, a few teeth sticking out as his hair turned jet black and became long and shaggy. The final piece of the transformation was the Omnitrix popping out his right pectoral muscle, a large scar etching outwards from it as if the device had been ripped out of his body.

"Frankenstrike? Against an overweight, vehicle obsessed trucker?" the Transylian wondered as he glanced himself over. "Seems a bit OP, but whatever." he shrugged as a dangerous amount of electricity crackled between his conductors; Baron gulped and took several steps backwards as Frankenstrike grinned and cracked his knuckles, taking a few steps closer. Just when it seemed the road pirate would receive the worst wedgie the universe could offer, the hulking Transylian stumbled over Road Rage's fallen form and landed on his face, nearly toppling the vehicle as Baron grabbed a wrench and jumped onto Frankenstrike's back, unscrewing any bolts he could find and dismantling his conductors as the RV shuddered and shook.

Buglizard salivated heavily and licked her huge cage of teeth before letting out a loud hiss and lunging at Turbine just as she bent over backwards to dodge a quick swipe of Rook's sword. The massive reptile hissed angrily as Turbine climbed to her feet and lashed out with her wrench, the Buglizard defending itself with its tail as if it were a sword of its own.

"Hmm." he hummed before pulling a trigger on his Proto-Tool and spun the weapon in front of his face, the device quickly morphing back into a quantum staff that he used to swipe Turbine's feet out from under her. She fell to the roof of the RV with a loud thud! and immediately started to slide towards the back of the RV; she tried to grab onto the roof, but her rubber gloves prevented her from getting a good grip. Just as she went flying out over the edge and would have landed painfully on the road, most likely either breaking several bones or being run over by upcoming traffic, Buglizard lashed out with her whip-like tail and wrapped it around the woman's leg, pulling her towards the back of the vehicle just before she would have tumbled.

"Impressive save, Jane." Rook nodded as he returned the Proto-Tool to its original shape and set it back on his shoulder. "I can only assume that you are back in control, as unlikely as it seems?"

The Buglizard nodded and gave a low hiss before the sunroof was suddenly blasted out of place by a burst of electricity and Frankenstrike came crawling out, leaving a gaping hole in the roof. "I can't stop him!" he panted. "He's taking me apart at the seams and then some!" he added just as the conductors on his back collapsed into pieces of metal. "You know that statement I made earlier?"

"No." Rook shook his head.

"Well, you had to be there." Frankenstrike before an impeding shadow caught his attention. "Hit the deck!" he cried as he threw himself down onto the roof of the vehicle, flattening himself as much as possible; Rook shrugged and thrust his fist into the roof of the RV, wincing slightly at the numbing pain in his fingers. "I do not see at all how this is useful!" he yelled over the roar of the wind before the Buglizard pinned him to the roof of the RV with one of her legs before ducking down herself just as the RV past through the low tunnel. After a few moments of darkness, they came back out into the bright sun, allowing the three of them to stand back up.

"We need to get him out of the vehicle," Rook said. "Or at the very least, stop it before he can get away."

The Buglizard narrowed its four slits and hissed angrily, pulling its tail and Turbine's entire weight back up onto the roof before throwing Turbine into Frankenstrike's hulking frame and diving through the gaping hole in the RV's roof before the Transylian or Rook could say otherwise.

"Get yer hands off of me, Stitchface!" Turbine snapped, stomping down on Frankenstrike's foot and driving her pointed heel into his boot. The Transylian howled with pain, clutching his foot as he hopped around on the roof of the RV with frightening results, rocking the RV back and forth dangerously, threatening to tip it over as Turbine and Rook clung to the roof of the RV again.

"As you humans say, 'Not one of your better ideas'." Rook frowned as Frankenstrike continued to hop around in pain.

"Yer probably right," Turbine gulped as the RV rocked and forth dangerously. "But if I'm going down, yer going down with me!" she cried, grabbing hold of a spare wrench in her tool belt and swiping it across the roof of the RV as Frankenstrike continued to rock it; Rook yanked his Proto-Tool and shifted it back into a blade to block the strike just in time. Again and again the two clashed as Frankenstrike finally stopped hopping around and made a move to grab Turbine by her legs. The road pirate saw it coming and lashed out with her leg, kicking him in the knee and sending him tumbling towards the front of the RV.

Inside of the rocking vehicle, Buglizard slowly made her way towards the front of the RV, silently stalking her oblivious prey until she was within attack range. She licked her chops and let out a loud hiss before she flexed the muscles in her neck and pumped out a cloud of the smelly, disgusting, yellow gas from the organs in her neck, the space inside of the RV filling the with thick vapor and obscurring all sight inside or outside of the RV.

"What the hell is goin' on! I can't see a thing!" Baron cried as he unbuckled his seat belt and whirled around in his seat to see nothing but the thick fog. A loud hiss caught his attention before a hideous, monstrous face suddenly burst out through the fog and snapped its massive cage of teeth shut less than an inch away from Baron's nose. The road pirate screamed like a little girl as the Buglizard hissed and grabbed hold of his shirt with its huge teeth, dragging him into the fog where the beast threw him against the back of the RV before slamming her entire weight down on him and then wrapping her prehensile tail around his body, pinning his arms to his sides. Buglizard hissed victoriously as Turbine and Rook dropped down through the hole in the ceiling, the Revonnahgander trapping Turbine at point blank range with his plasma blade.

"It seems I have won." Rook smirked.

"So it seems." Turbine frowned just before the RV suddenly came to a screeching halt, sending all four of them plus an unconscious Road Rage flying to the front of the RV where they were all pressed against the windshield in a rather painful way with Turbine crushed uncomfortably under Buglizard's weight and Road Rage unconsciously drooling down Rook's neck as his butt hung in Baron's face; the road pirate was attempting to breath with little effort due to his partner's posterior in his face.

"Everyone okay in there?" Frankenstrike asked from the outside.

"We are . . . fine," Rook grunted. "If you could be so kind as to remove us from our current situation please?"

"Sorry about," the Transylian grinned sheepishly as he tore the windshield of the RV off and attempted to pull them all lose as gently as he could. "I didn't think that would happen when I smashed the engine."

"No need to apologize, Ben," Rook grunted as he slapped a pair of energy cuffs on Turbine and Baron before stretching his aching legs. "As long as the criminals are apprehended and I am able to get Road Rage's oral secretion out from my Proto-Armor, I shall be fine."

"How do you even know their names?" Frankenstrike wondered.

"I read your file." Rook replied simply.

"Seriously, how many times have you read my file?" the Transylian asked before the Omnitrix timed out and returned Ben to the world; the Proto-TRUK descended from the air next to them and landed on the road before swiftly changing back into its vehicle form. "And how did your truck do that?" Ben added as Buglizard grabbed the unconscious Road Rage with her prehensile tail and dumped him in the back with his team mates after Rook had set his hands in an extra pair of handcuffs.

"Autopilot." Rook simply replied as he closed the back doors of the Proto-TRUK and climbed in to the front as the Nemetrix timed out and returned Ben to the world; the jungle girl didn't say a word as she climbed into the back seat without another word as Ben did one last survey of the area before he climbed into the passenger seat and sped away to turn their captives over to the authorites.

"I am not familiar with monster expressions, but are you upset?" Rook asked Jane after several minutes of awkward silence between the trio.

"N-no, I'm fine, Rook." Jane said in a shaky voice. "It's just . . . y-you do this every day?"

"More on a weekly basis, actually." Ben corrected. "And are you sure you're alright? The Nemetrix didn't affect you or anything?"

"N-no, I was fine. Completely in control." Jane reassured him.

"Jane . . ." Ben pressed.

"Fine," she sighed. "At one point, I had to resist the urge to eat Baron after I filled the RV with gas."

"It is both an impressive and frightening feat that you were able to suppress the raw savagery of the Nemetrix for as long as you did." Rook remarked. "Most would have succumb to the powerful instincts of the wild DNA within it."

"Thanks. I think." Jane said quietly; Ben frowned slightly, a plan already starting to form in his head when the Omnitrix suddenly started to buzz on his wrist. Ben tapped it and held it out in front of him as a wavering, green hologram of a Galvan appeared before his very eyes. He had pale gray skin with darker patches here and there like liver spots of sorts as wiry whiskers formed a sort of beard on his chin. He wore a black and green robe and had old, weathered eyes, as if he had lived a thousand lifetimes more than once, if that was possible.

"Azmuth? What are you doing here?" Ben asked.

"Your grandfather alerted me about the Nemetrix's reactivation," Azmuth sighed wearily. "He also informed me that it was now attached to the wrist of a young girl?"

"T-that would be me . . . Mr. Azmuth." Jane spoke up from the back.

The old Galvan blinked and rubbed his eyes before peering at her closer. "I don't believe I recognize your species." he simply stated.

"She's not from around here," Ben explained. "She's from another dimension without any counter parts of us."

"A parallel universe, I suspect." Azmuth shrugged. "What is remarkable to me however, is how she is able to retain her sanity with such a cheap knock off on her."

"When we get to Galvan Prime, we can show you." Ben smiled somewhat mischievously.

"Why waste all that fuel and time when I can simply teleport you like last time?" Azmuth drawled as he rolled his eyes.

If I may interrupt," Rook cut in. "We are currently carrying three criminals with us. If you could transport them to Plumber Headquarters for proper treatment before you teleport us, that would be greatly appreciated."

"Smart," Azmuth nodded. "For a Revonnahgander. No offense, but your species is quite stubborn."

"None taken." Rook simply shrugged. "My home world has thankfully become more open about intergalactic traveling and the likes."

"Indeed." Azmuth nodded before he pulled out a small remote from the folds of his robes and pressed one of the many buttons on it; there came a bright flash of light from the back of the Proto-TRUK and the sounds of Road Rage's obnoxious snoring suddenly cut out and left them all in wonderful silence. Azmuth then pressed another button his handy remote, and Jane could suddenly feel herself getting lighter. Looking around at herself, Jane could see herself being slowly consumed in a bright, green light that slowly traveled up her body until she couldn't see anything at all and she, Rook, and Ben were all teleported out of the Proto-TRUK.

Said vehicle quickly spun out control and crashed into a lamp post after Rook failed to activate the autopilot before being teleported.

* * *

If Jane had to describe Galvan Prime in one word, that word would have to be humid.

The sky was a light, greenish hue with a yellow tint towards the horizon and dull, brown terrain dotted by colorful bushes and trees. Bugs buzzed about in the air in thick clouds across the sky as hundreds, maybe thousands of Galvans went about their normal, everyday business, most of them not even sparing the sudden appearance of the trio a glance. All around Jane were buildings and homes and towers all sculpted and constructed to look like mushrooms or fungi with green pods and domes acting as windows or sunroofs. Considering their builders, a few of the buildings were only a little taller than Jane, most of them being at least twice as tall. The tallest building however, stood in the center like a beacon, stretching almost as tall as an Earth skyscraper to allow large visitors inside; the ever familiar Omnitrix symbol sat loud and proud on the face of the building.

"Impressive, is it not?" Rook smiled when he caught sight of Jane marveling at her surroundings.

"Yes." Jane breathed. "But are you sure they can help me?"

"If anyone can help you get that thing off of you, it's Azmuth." Ben reassured her. "He's the smartest guy in like, seventeen galaxies!"

"Five, actually. Why is that so hard to remember?" an aged, tired voice sighed with annoyance. The bizarre trio of human, Revonnahgander, and shape-shifter turned their attentions downwards to stare at Azmuth as he walked down the steps of the main building to meet them, a fatigued look on his face as he stopped by Ben's ankle to stare up at him. "Alright, where's the Nemetrix?"

"On my ghoulfriend, that's where." Ben said with slight annoyance.

"I'm not even going to ask why you are talking like that." Azmuth shook his head as Ben bent down and offered him a hand; the Galvan hopped into his waiting palm and waited patiently as Ben stood back up and brought moved him over to where he could get a good view of the Nemetrix attached to Jane's wrist. "It's the monster version of a girlfriend; got stuck in a dimension where actually monsters exist."

"Such as Mary Shelly's Frankenstein." Rook added in, though he doubted the Galvan was actually listening.

"Hmm. Interesting device." Azmuth hummed as he studied the watch. "Obviously, it's had some Galvan corrections and improvements added to it, though. I assume Blukic and Driba are responsible?"

"How'd you know?" Jane asked, her voice tinged with fear.

"While the Nemetrix's inner workings are complex by human standards, they're quite crude to Galvans. And seeing as how Blukic and Driba are in fact, the dumbest Galvans to have ever lived, it's not too hard to figure out their handiwork."

"Does that not seem harsh?" Rook asked. "While Blukic and Driba do have their moments of idiocy, they-"

"They were assigned to build an emergency exit for the Plumbers at Mt. Rushmore, but they only built one big enough for them to use." Ben finished. "They're the galaxy's dumbest geniuses."

"This is, unfortunately, true." Rook agreed.

"What I can't figure out, is how you are able to retain your sanity." Azmuth remarked. "The pure savagery of the Nemetrix DNA would have destroyed intelligent minds after a mere hour of use, yet you claim you have used it twice already."

"That's because she's special." Ben grinned. "Wanna show 'im, Jane?"

"Is he gonna stick me in a cage or something if I show him?" Jane asked fearfully.

"Not unless it is necessary." Azmuth promised her.

Jane gulped but nodded her head nervously as she focused on an image in her head. Her body began to throb and grow as her back expanded up and outwards, the back of her clothes starting to rip and tear as her bones grew bigger and muscles piled themselves on top of each other. Her fingers twitched and suddenly fused together into two, sharp claws as her feet tore through her shoes, now nothing more than three strong toes tipped with sharp talons that grew bigger and bigger as the transformation went on. A skeletal tail suddenly whipped out from the base of her spin, longer than her original self as muscle began to wrap around it followed by smooth purple skin. Her head was part of her that changed the most as it expanded it outwards and forwards into a rounded snout, her teeth ripping through her gums into razor sharp fangs that fit neatly over the bottom jaw. Her eyes turned a golden color with black slits as her skin suddenly became loose and hung off her expanding frame like a wet towel before it suddenly snapped back into place, now cracked and pebbled like a dark, indigo desert landscape. The transformation became complete when a small mane of black and purple feathers appeared on the back of the creature's head and it finally reached its full frame as the Nemetrix appeared around its neck, completing the transformation.

"Hmm. Interesting." Azmuth mused, stroking his whisker beard.

"My ghoulfriend from a parallel universe just turned into an extinct dinosaur without any use of technology whatsoever, and all you can say is 'interesting'!?" Ben shouted with exasperation as Jane returned to her original form.

"Admittedly, it is strange, but natural shape-shifting is not all that uncommon, even in our universe," the old Galvan explained as he pulled out yet another small device from the folds of his robes and waved it over the Nemetrix, reading the data given to him; his expression grew darker and darker with every past second.

"That's not good." Azmuth hummed sadly.

"What? What's not good?" Ben asked worriedly as Jane bit her lip.

"It would seem as if the Nemetrix has bonded to your DNA," Azmuth explained. "It is permanently attached to you."

"B-but Ben said the Omnitrix couldn't be taken off!" Jane protested.

"And yet, he managed to take it off at least once." Rook added. "I remember him telling me about his battle with his evil versions."

"Be that as it may," Azmuth said with slight annoyance. "The Nemetrix is permanently attached to you. Period."

"What about some kind of pass code or something?" Jane asked. "I mean, it was taken off of Khyber and his dog once, it can be taken off again, right?"

"I wish I could," Azmuth shook his head sadly, making a mental note to add an upgrade to the Omnitrix that made sure it was permanently attached to its owner. "But as hard as it is to admit, Psychobos didn't do a bad job with the Nemetrix. I wouldn't know where to begin with pass codes of any kind, if he even remembered to install them. But the fact of the matter is, the Nemetrix is 100% attached to you for as long as you live; it is as much of a part of you as you are now a part of it."

In all of his years, all one thousand seven hundred of them, Azmuth had never quite seen what followed next; he had heard stories from his brother and nephews, but he never been able to actually experience it himself. He watched, quite stunned, as Jane screamed bloody murder and collapsed onto the ground before curling up into a tight ball and sobbing loudly, her body heaving in and out as she cried. Ben quickly pawned Azmuth off to Rook before he bent down pulled Jane into a hug, holding her tight and running his fingers through her hair and along her back to sooth her.

"Ahh, young love." Azmuth sighed bitterly. "A wasteful, yet necessary act of nature."

"You seem quite unhappy about the subject." Rook cocked an eyebrow.

"I'd rather not say." was all Azmuth could say as memories came back to him. "Why, Zennith! Why have you forsaken me!?" he wailed loudly on Rook's shoulder.

"Who?" Rook wondered.

"Nothing." the Galvan said quickly to cover his tracks.

Jane could do nothing else but cry her eyes out as tears streamed down her face like raging, salty rivers of water. She was vaguely aware of Ben holding her nice and tight, trying to soothe her, but it did little to help her situation; she could also feel the Nemetrix digging deep in her breasts as she hugged herself, but the vile device felt like ice to her. Her heart was in her throat and her skin felt unbearably hot to her as she lay there, feeling utterly helpless. Despite Ben being right next to her, she felt so alone in her current situation. She didn't want to be like this, cursed with such a horrific device that everyone was afraid of. The brightest mind in the galaxy said it himself: she was a freak of nature simply because she had an unstable genetic code that allowed her to be a bigger freak of nature than she already was.

"Father!"

Jane sniffed and dared a peek out from under her arms to see thousands of innocent Galvans running away as dozens of foot soldiers ran or flew in the opposite direction. She was slightly confused as to what was going on until Ben suddenly let go of her, clenching his fists tightly as an enraged look crossed his face; Jane followed his gaze and nearly pulled herself up into a tighter ball. Towering over them, his single, black eye as dark as the abyss and completely emotionless as he crushed buildings under his feet. Sharp and swirling, blood red designs seemed to painfully etch their way across his midnight black skin as razor sharp, scythe-like spikes from his back and arms seemed to slice through the air with ease. A massive, high-tech cannon effortlessly fused with his right arm, the twin barrels glowing an ominous and dark yellow in color; a Tachyon Cannon.

"Malware." Ben frowned, grinding his teeth angrily as the mutant Galvanic Mechamorph raised an arm to deflect the fire of the Galvan soldiers before he fired off his weapon, sending them scattering.

"We meet again, Ben Tennyson." Malware spat angrily. "Surrender now so that I may have what is rightfully mine: the Omnitrix, if you will."

"Never." Ben's glare deepened.

"I was hoping you'd say that," Malware's motionless maw seemed to grin wickedly. "I'm sure you remember how a Tachyon Cannon works?"

"No." Ben admitted, never tearing his eyes away from Malware.

"Of course not. No puny human would know how something as advanced as this would work," Malware snarled. "This device will key into the bio-signature of its target and then disrupt every last cell in their body upon firing. And do you know what I am going to do?"

"I think the more important question is how are you possibly still alive?" Rook wondered, drawing his Proto-Tool and aiming it at Malware. "Last I heard, you were functioning as a suit of armor for Vilgax, no? And the time before that, Ben destroyed you and had your remains put into the Galvanic Hall of Predators."

"I was never really dead, fools," Malware growled. "I was still alive inside that petrified shell of my body and allowed myself to be turned into a suit of armor for Vilgax, knowing he would fail and give me the means to escape." he spat before the full meaning of Rook's words sank in "You used my remains as a cheap display!?" Malware roared angrily, glaring at Azmuth.

"Well, we really didn't have much use for your petrified body." Azmuth admitted with a blank face, yet a sheepish tone.

"It seems I will have to make a change of plans," Malware growled to himself, turning his attention to Azmuth and away from Ben for the moment. "First I shall destroy you, and then I will take your greatest creation over Tennyson's dead body." he announced in a sinister tone before noticing Jane cowering on the ground behind Ben. "And his little girlfriend's body too." he added with a sick tone, firing up the weapon with an ominous glow coming from the twin barrels.

"Bring it." Ben frowned as he activated the Omnitrix and selected a random alien before hitting the activation button. Ben's skin slowly started to melt away, revealing dark red muscle underneath and multicolored organs that sat on his skeleton. The muscle and tissue began to dissolve soon after the skin had vanished, the internal organs liquidating into a thick soup that pulled together into a glowing, green sphere; Cleo thought she was going to be sick. His bones began to blacken as his toe bones crunched and ground together into toe claws as a thin film began to form over his bones in a sort of suit of some kind. The soup that was his organs began to expand, gathering mass as the suit soon became whole and the organ soup exploded, filling with the space inside the suit and giving it an ominous green glow. A pair of black shoulder pads appeared on the alien's shoulders, a belt forming around his waist with the Omnitrix on it, completing the transformation.

With a loud hiss, Bonez grabbed Jane's shoulder and yanked her out of the blast of the Tachyon Cannon as Rook ducked beneath the beam with Azmuth securely on his shoulder.

"Jane, I need you to either fight or get somewhere safe," the Esqueletian pleaded with his girlfriend. "Can you do that?"

"Y-yeah." Jane sniffed as she disappeared in a purple blur into the form of a small box turtle that promptly pulled in its head and legs without hesitation.

"Well, it's better than nothing." Bonez sighed as he ducked beneath another fire of the weapon before whirling around and unhinging his jaws, firing off his own beam of radioactive energy and nailing the corrupt Galvanic Mechamorph in the face. Before he knew what was happening, Bonez had fired off another beam and and sucker punched him in his fanged mouth with a glowing, green fist; the Galvanic Mechamorph stumbled backwards as the Esqueletian gave a roundhouse kick and struck him in the gut before firing off twin jets of toxic energy from his eyes, striking Malware in each shoulder.

"Ready to give up yet, Mal?" Bonez hissed.

"Hardly." Malware growled as he leveled the cannon at Bonez and fired without any warning of any kind; the Esqueletian's eyes widened as the blast struck him in the chest sending him flying into a set of buildings and eradicating them within seconds. With a groan, he sat up to find that he no longer had no black bones inside of a tight, see-through suit. No shoulder pads with the Omnitrix sat on his shoulders, and he no longer radiated a warm glow; he was human once more.

"Luckily for you, your previous form was able to protect you from me," Malware said. "You won't be lucky a second time." he threatened before sharp blaster fire pelted his back and drawing his attention. Malware turned around and narrowed his optical sensor at Rook as he took cover behind a demolished building with Azmuth clinging to his shoulder. The corrupt Galvanic Mechamorph leveled his weapon at the Revonnahgander and fired, forcing Rook to dive to the side and out of the powerful beam as it reduced the rubble into dust.

"Surely the greatest mind in the universe has a contingency plan for this sort of situation?" Rook asked hopefully.

"Five galaxies," Azmuth corrected. "And who has time for that?"

"So you do not have a plan?"

"I never said that." Azmuth defended himself.

"Just as you did cry out in the loss of your girlfriend?" Rook wondered.

"Who told you!?" Azmuth snapped before he realized what he had said and coughed uncomfortably. "Um . . . yes, well. I have a plan." he said simply.

"And what is this plan of yours?" Rook asked.

"Just keep Malware busy while I prepare." was all Azmuth would say before he hopped off of Rook's shoulder and took cover behind some rubble, waiting for a chance.

"It is what I do best." Rook smiled as he fired off his Proto-Tool again, pelting Malware in the face and chest several times and forcing him to shield himself as Rook spun his weapon around before him and morphed it into a Custom Bow. He pulled the energy string and fired off two sharp arrows of bright, orange plasma at Malware, hitting him in the shoulder and neck before he fired off arrow after arrow at high speed, hitting him in the chest and arms and ankles until he bared resemblance to a very ugly porcupine.

Ben flickered his eyes back and forth between Malware and the Omnitrix, looking for a suitable transformation to contain the foul monstrosity before him before he found what he was looking for and slammed a hand down on the activation button, the ever familiar green light washing over him and changing his DNA into something new. His skin suddenly exploded into patterns of the prime colors, red, blue, and yellow, racing and dancing over his body until it looked like a paint truck had exploded on him. He looked down at his feet to find them completely vanishing into box-shaped toes, rings of cubes and squares racing up his legs with the sound of a thousand clattering LEGO bricks. The rings ran up his body, becoming wider as they reached his chest and arms, his fingers melting together to form three digits on each hand. The blocks raced up his back and neck to envelope his face, making his face cubular and boxy as the Omnitrix appeared on his chest, completing the transformation.

"Time for the block party!" Bloxx joked as he shifted his right hand into a round, curved shield and his left arm into the Bloxx-lobber with a loud clattering sound that drew Malware's attention for a brief moment before he was pelted with more arrows.

* * *

Normally, Frankie was an early riser, what with having to be up and get herself nice and ready for the school day that would follow. And if the morning wasn't entirely spent primping herself up for the day, it was spent catching up on the homework she should have done last night instead of shopping or watching movies with her ghoul friends. Today however, she slept in as late as she could before eventually her body got sick of lying on one side and forced her to finally wake up. And thankfully, she was in a place where her dad couldn't say 'It's alive!' every time she shuffled into the kitchen in the morning. Plus, she didn't have any school to attend for the time being, at least until she had to return to her own dimension.

This got her thinking again. She loved Ben like she had never loved anyone else before, even if she was only technically a year and a half old; and she knew he loved her and all his other ghouls with as much, if not even more, love than she had. But seemed that the power of love wouldn't be able to save her from the inevitable, despite what all the Scary Tale stories her Mom had read to her during her first few days of life had claimed. It was only a matter of time before she would be forced to go back to her dimension and for Ben to remain in his own, separating them all from the other forever. If this did happen, how would she fair? Out of all of her ghouls, she was the one to have lost the most boyfriends, and she wasn't even technically a teenager, despite having the body; she wasn't sure if she could take another heartbreak. And there were the other ghouls to be concerned about. Where would they end up? Venus, Robecca, and Jane all stood a fair chance of surviving the inescapable break up since they had each other, but the others might be more vulnerable; Clawdeen would most likely become more snappy and cranky than she sometimes did, Nefera might resort back to her hateful ways, Twyla and Bonita would be forced back into the shadows out of habit, Avea would become less trustworthy, and Frankie didn't even know how Lilith would react. All of the hard work Ben had put into making his ghouls happy by reshaping their lives would be undone within the time span of less than a month.

"Are you thinking about what I'm thinking?" Clawdeen yawned from the foot of the bed.

"About what might happen once we go home?" Frankie guessed even though she knew the answer.

"Yeah," the werewolf sighed. "I don't wanna break up with Ben. My time with has been the happiest so far. You know, other than that time in Scaris."

"We can't just stay here though," Frankie reasoned. "Not only will we leave everything behind, our parents, friends, homes, and lives, but staying in one dimension for two long might cause some . . . I dunno, multiversal crisis or something!"

"You really think so?" Clawdeen's eyes widened.

"We don't have the slightest idea,' Frankie shook her head. "Our world's scientists aren't even aware of other dimensions. And my dad would have agreed with them before Ben tumbled into his life and ruined his petunias."

"Oh, my head." Clawdeen moaned, rubbing her temples. "Speaking of Ben, where is he?"

"I dunno." Frankie hummed, noticing the empty spot in the middle of the bed where Ben had been the night before. "Any idea were Jane is?"

"No." Clawdeen mused. "You don't suppose those two are somewhere . . ."

"I doubt it." Frankie reassured her, her face turning red. "Jane was still pretty shaken up about nearly killing Ben yesterday. Maybe they went for a fly or something."

"Now that's something you don't hear every day." Clawdeen's lips turned upwards into a smile. "So, how about Ben's parents?"

"Well, Carl didn't seem to mind us all that much." Frankie shrugged. "Sandra, I'm not so sure about. She seemed pretty haunted by something last night."

"Thank goodness Lady Persephone can summon gold and stuff," Clawdeen grinned. "I don't think they had enough money to feed us all for one night."

"I didn't think you could eat so much steak." Frankie laughed.

"Compared to all the haggis Lorna ate, I've been starving myself." Clawdeen joked.

Frankie was about to joke around some more when an idea popped into her head. "I just had a fang-tastic idea!" she exclaimed quietly. "What if we make Carl and Sandra breakfast? Maybe that'll help calm Sandra down."

"Woth a shot," Clawdeen shrugged. "But ghoul, do you even know how to cook? Without bringing it to life, I might add?"

"I can try." Frankie smiled. "C'mon, lets wake up the others; maybe they know a thing or two as well."

One by one, the ghouls were aroused and woken up, some easier than others; Whisp refused to go anywhere until Nefera was fully awake and able to carry her to the kitchen. The mummy initially refused but eventually surrendered when Whisp gave her what she instantly dubbed 'The Face'. And so, after a few more minutes of waking the other ghouls up and dodging Lilith's fist on Clawdeen's part, the ghouls all silently slunk to the kitchen as quietly as they possibly could while trying not to disturb Lady Persephone; the goddess snored as loud as a freight train, which absolutely baffled the ghouls.

"Anyone know how to cook?" Bonita yawned as she leaned against the counter, her wings lying limp against her back as she rubbed her eyes.

"I could just summon us some food." Gigi offered, floating above them all and near the microwave.

"Lets use that as a last resort, okay?" Frankie offered. "We want this to be special."

"_Si_. We should do it ourselves." Skelita agreed. "But what to make?"

"I could make toast." Jinafire offered. "All I need is bread."

"I can make eggs." Lilith added in. "Granted, they were harpy and dragon eggs, but I can still make them with regular chickens."

"Your uncle was one scurvy dog, wasn't he?" Vandala frowned as she hovered over the stove.

"Regrettably." Lilith agreed.

"I can make some orange juice and coffee!" Whisp smiled happily. "That is, if my Nile jewel will help me."

Nefera shuddered slightly but agreed to Whisp's delight.

"Your sister is weird." Spectra noted to Gigi..

"Tell me something I don't know." the genie sighed.

"Alright, ghouls! Lets get cookin'!" Frankie grinned.

* * *

Jane cautiously dared a peek out from her shell as the world trembled and shook around her like she was in the middle of the earthquake. She sleepily blinked her eyes, despite being scared out of her mind; being a turtle made everything slow. She refused to acknowledge the horrid device around her reptilian neck as she turned her attention to the battle at hand; Malware went flying as Brawn cackled madly and flexed his rubber arms before ramming his titanium skull into the mutant Galvanic Mechamorph's gut and sent him through a row of low buildings, obliterating them into rubble and dust. Rook continued to snipe at Malware from behind cover, not daring to get any closer for fear of Malware getting his slippery, oozing hands on his Proto-Tool again.

"Chew on this, Mal!" Brawn cackled as he gave a swift uppercut to Malware's jaw and drove his talons into his knees, forcing him deep into the ground. Just as he was about to go for another attack, Malware sent him flying with a quick movement of his arm and fired off the Tachyon Cannon, blasting the Twin in the chest and erasing him from existence, bringing Ben back into the world.

"One by one, your forms will fall, until you have none left, Tennyson." Malware snarled. "And then I shall have what is rightfully mine!"

"You mean a Galvanic Mechamorph-proof straightjacket?" Ben cracked.

"Your incompetence and immaturity knows no bounds," Malware growled. "An error I mean to rectify."

"Bring it." Ben smirked as he turned to the Omnitrix, turned it on, and slapped the activation button without even looking at which alien he had selected. His skin turned a chrome white in color and became cold and hard to the touch, much like a sheet of metal as his arms expanded and bulked up. The first part on either of his arms, just below the elbow, became see through like glass as a toxic green started glow within the cylinders, bubbles bouncing around inside his shoulders became massive and rounded. His neck thickened as his head shrank slightly and reshaped itself into a cone shape as green ridges formed around the see-through tank on top that also held a toxic looking liquid inside. His chest bulked out as artificial muscles piled themselves on top of each other, racing down his legs as his toes melted together into a single, chrome white foot. A round, glass window suddenly appeared on his chest, looking very much like the Omnitrix itself with the bright, greenish glow as Skurd and the actual Omnitrix appeared on a green and white belt, completing the transformation.

"This world is crawling with bugs!" Malware hissed as he fired off the Tachyon Cannon and missed. "I will make an example of them." he glowered.

"I am no bug! I am Atomix!" the radioactive alien gave a mouthless smile before he shot up into the air and soared up into the air. "Atomic Anvil Drop!" he cried as he fell through the air and crash landed on the Galvanic Mechamorph with a wet, slapping sound. Before Malware could fully comprehend what was happening, Atomix gave him a swift uppercut to the jaw before grabbing him by the shoulders and ramming his pointed head into his skull.

Jane watched as Malware blasted the hulking alien with the Tachyon Cannon, obliterating Atomix and forcing Ben back out into the world. He quickly turned to the Omnitrix and randomly selected an alien before slapping the activation button and engulfing himself in a green light. Everything about him began to change in one single way: it got big. It got huge. It got enormous as Ben's frame rocketed upwards towards the sky, dwarfing everything below him and even making the surrounding mountains look like nothing more than large rocks. His skin turned a pale, metallic white and red, large, thin blades growing out of her wrists and arms, fins sprouting from her waist, wrists, and shoulders. A large, thin red crest rose up from his head, adding to his height. Hard, metal knobs grew out from the corners of his mouth and he could feel a pair of organs forming in his hands, filling up with a sort of corrosive acid. The Omnitrix appeared on his chest, finishing the transformation.

"Way Big? Perfect!" the gigantic To'kustar grinned for once in a while.

"So it is a clash of the titans, is it now?" Malware growled darkly as he waved his free hand over the sea of rubble that surrounded them; his arm oozed out into a long tentacle that attached itself to the pieces of the rubble before grabbing, sucking, and then consuming it all to add to his mass. His figure began to swell at an alarming rate as he consumed the matter, growing bigger and bigger until he stood just about even with Way Big, his arms and legs like redwood trees and his teeth like jagged mountain tops.

"So hiding is your plan?"

Jane instinctively pulled her head back into her shell before she realized who the owner of the voice was and carefully peeked back out to see Azmuth standing next to her, both of them standing about the same height; that quickly changed as Jane morphed back into her original shape and knelt down low to the ground to both speak to the aging Galvan and keep out of Malware's sight. "What else am I supposed to do?" she asked him. "Not even a would be able to go toe to toe with Malware."

"What about the Nemetrix currently attached to your wrist?" Azmuth asked; it was phrased like a question, but it sounded more like a demand.

"I-I . . . I can't," Jane told him shamefully. "I just can't. It's turned me into a bigger freak than I was before."

"This . . . curse . . . you've received," Azmuth mused. "You view it as more than nothing else?"

"Y-yes, Mr. Azmuth."

"Please, just call me Azmuth. I don't have time for such formalities." the decrepit Galvan waved her off. "You know who else had a curse? Malware."

"R-really?" Jane asked with amazement.

"Admittedly he could have used it as a gift, but now he is whole." Azmuth said sadly. "Only he doesn't view it as a gift. Simply because he is different from the rest of the kind, he believes he is nothing more than a monster that must use his curse for destruction and misery to ensure his happiness. He will never stop and never change until he has made sure that every being in the galaxy has suffered his fate."

"R-really?" Jane repeated.

"Yes, really." Azmuth nodded before he started to walk away. "As you humans say, 'Don't look a gift horse in the mouth'. You can either choose to let this curse define who you are, or you can turn it around and use it as a gift to help others."

Jane blinked as the Galvan went on his way; Way Big slugged Malware twice in the face before he headbutted the corrupt Galvanic Mechamorph and launching himself up into the air. Once he reached as he could go, he thrust his feet downwards and brought them down on Malware, crushing him underneath his titanic weight; Malware quickly oozed out from under Way Big's feet and reformed in a few short seconds. The corrupt Galvanic Mechamorph then fired off an optical laser from the single, blood red ring he had for an eye and blasted the To'kustar in the chest, knocking him down to the ground; the world trembled.

She realized what Azmuth had said was true; Malware, despite his abilities, chose to use them for destruction, to threaten millions upon billions of lives who had no involvement in his fate whatsoever and to make them suffer. She also realized that, to a lesser extent, Ben had also been cursed; had he never even found the Omnitrix, he would have lived a normal life and actually finished high school instead of having to quit his education to defend the earth from alien menaces and human lunatics. But he had found the Omnitrix, and he chose to use it for good instead of evil. He could have chosen it for his own nefarious purposes, to rule the world with an iron fist with ease or even rewrite the entire history of the universe so that they all bowed down to him. But he chose not to turn over to the dark side. He chose to fight for what was right, to protect innocent lives, and to be hero, no matter what people like Harangue had to say about him.

And suddenly she knew what to do.

Jane sucked in a deep breath to still her frayed nerves, and tentatively tapped the Nemetrix's face, the ever familiar holographic disk lighting up in front of her eyes; she had to admit, despite being a near utter disgrace to the Galvan species, Blukic and Driba did a fair job on repairing and upgrading the Nemetrix. Sure, she found the fact that it could detonate and nearly wipe an entire planet a little unsettling, along with the fact that the watch seemed against her, but she chose to ignore it. She quickly found a transformation that she hoped would help and slapped the activation button, engulfing herself in a blood red light. Her back began to expand outwards into a slightly flattened dome, a loud cracking noise meeting her ears as her skin split and divided into numerous, interlocking plates that quickly darkened into a near, pitch black color. Her chest widened grew to watch her massive carapace, her bones cracking and groaning loudly as they grew bigger and bigger accommodate her new size, her organs sloshing and oozing around inside of her, growing larger and larger with every passing second. Jane's fingers shortened as her fingernails warped into sharp claws, webbing forming between her digits as every single last strand of hair on her head and body was sucked inwards like strands of spaghetti. Her skull cracked and groaned as her lips and nose fluidly melted into a horny beak as her eyes rotated to either side of her head until they seemed to be in separate area codes. A loud, grinding noise met her attention as more plating appeared on her flattening skull, a row of gills appeared on her neck, and a long tail whipped out from the base of her spine, growing a pair of whale-like flukes at the end; the final addition was the Nemetrix in the form of a spiked collar around her neck.

With a low grunt, the massive, alien turtle hauled its elephant-sized bulk into the hundreds of seas and ponds that dotted the city; they undoubtedly had to be linked. She found this out to be true, the murky, green water effortlessly sliding past her massive carapace. Above her she could hear the dull thrums and tremors as the two giants moved about, tearing up the ground and sea with their battle. She pumped her tail furiously and swam faster through the water, her shell allowing her to easily slide through the water and up to Malware's massive leg as the two titans remained locked an a stalemate for a short amount of time. The Cetaqueloneo sucked an deep breath through the gills on her neck until her lungs were at their full capacity and full to bursting. She sucked in one last small breath before unhinging her jaw and letting all the air out into a loud, sonic boom. The sound waves traveled through the water like rockets, slamming into Malware's leg and disrupting his molecules; the corrupt Galvanic Mechamorph fell to one knee, suddenly weakened by the blow.

The Cetaqueloneo sucked in another deep breath and swam downwards to the very bottom of the sea before shooting back upwards, pumping her tail up and down as fast as she could before she shot out of the water like a guided missile, arcing over Malware's head and unleashing another sonic boom at his skull; the mutant titan howled in agony as Way Big allow himself a small smile. "Boom Shell is awesome!" he exclaimed with a broad smile as the Cetaqueloneo plummeted back down into the water. The To'kustar gave a sudden shove of his hands, pushing Malware back before ramming his shoulder into him and then cross his arms over each other; he felt a sudden heat building up in his wrists before a bright beam of neon, green energy shot out and slammed into Malware's chest, utterly obliterating him into a smoldering mess; the Omnitrix timed out moments later, reducing the massive titan down to a small human.

"Knowing Malware, that is probably not the end of him." Rook stated grimly as he came out from behind a mound of rubble.

"My thoughts exactly." Ben agreed as the limited remains of Malware started to ooze and pool together into a much smaller form of the villain, his Tachyon Cannon forming at his side.

"You may have gotten a lucky shot, Ben Tennyson, but your luck just ran out!" the Galvanic Mechamorph snapped before leveling his weapon at the pair. Ben quickly turned to the Omnitrix and cycled through the listings before selecting AmpFibian and slapping the activation button; but nothing happened. No flash of bright light, no new limbs, no new shape, no nothing. He was still human.

"Great. It's on recharge." Ben sighed in defeat.

"It has been an honor to fight at your side, Ben." Rook declared proudly.

"You too, bud. You too." Ben agreed as the Tachyon Cannon was just about fire and incinerate the both of them, forever scattering their molecules so that there was no hope of being restored by someone of even Azmuth's intelligence. Suddenly, the murky green waters around them lit up in an ever familiar blood red light before the water suddenly exploded, droplets flying everywhere as something emerged from the depths. It was gigantic, just a few feet taller than Malware and was covered in coarse, shaggy, brown fur that was almost as black as midnight. Large spikes curved upwards from its shoulders and back and a reptilian tail covered in fur and with four, Stegosaurus-like spikes at the end sprawled out from the base of the spine. Massive claws sat on its front feet, and large, saber-like teeth curved upwards from the lower jaw of the massive, bear-like animal as a pair of Triceratops-like horns sat on its face; a familiar, red, spiked collar sat around its neck.

"Behold, Nemibear!" Ben announced loudly, catching Malware off guard before the Risasoportar bellowed and slammed a massive paw into Malware's face, sending him flying across the landscape. Before he could protect himself, Nemibear rammed herself into him, the horns on her face leaving deep holes in his gelatinous flesh before she spun around on all four legs and smashed her tail across face, leaving deep gouges; the wounds slowly healed over, but the animal could tell she was making progress.

"Enough of this insolence!" Malware cried, firing another beam from his eye at the Risasoportar and missing. "I will not be defeated by some, dumb beast!"

"Probably shouldn't have said that." Ben smirked as Nemibear narrowed its eyes at Malware before becoming engulfed in a bright, red light.

Her shoulders and back swelled with muscle and tissue as her bones grew bigger and bigger with a loud cracked noise. Her spine ground and cracked before splitting into a second pair right above the original, the transformation forcing it up and out from under her skin and into the open air where it quickly hardened into bony plates with two, sharp fins go outwards and another curving back. A long, bony tail whipped out from the base of her spine, muscle and tissue quickly enveloping it before skin and more bony plating covered the top, a spike forming on the end as four more, Stegosaurus-like spikes sprouted along her tail. Her legs made a sickening, wet sound as they split in two, forming a second pair that quickly bloated with muscle and bigger bones; her toes melted together into two, razor sharp claws as her heels ground and popped out as a third claw. Her body lengthened and became segmented as her arms split into not one, not two, but three pairs whose fingers quickly fused together into two large claws. Her head bulged outwards as razor sharp fangs ripped through her gums and four, bull-like horns grew on either side of her head. The skin around her head turned a blood red as her segmented underbelly turned a light lavender with the back plates turning a dark purple. A long, hollow horn sprouted out from her skull as her nostrils enlarged, completing the transformation as the Nemetrix formed around her neck.

The Tyrannopede roared in Malware's face before grabbing him by the head in her massive jaws and throwing him clear across the ruins of the city with a twist of her head. As he flew, she shot out a jet of webbing from the horn on her head, encasing him in a thick cocoon before he crash landed into the remains of a house; the Galvanic Mechamorph cut himself free with his optical laser just before Tyrannopede smashed her left foreleg down on him once, twice, three times in all before she smashed her tail down on him, splattering his head all over the place before it reformed.

* * *

"AGH! Someone get a fire extinguisher!" Bonita cried as she hunkered down on the floor with her hands over her mouth and nose; Frankie quickly rushed to the sink and filled up a bowl with water before rushing to the stove and doused the entire thing with the liquid, only to have the flames suddenly get bigger and hotter within seconds of attempting to put out the flame.

"How is that even possible!?" Nefera exclaimed before she was suddenly splattered with orange remains. "Whisp, I told you we don't need the mallet to make orange juice!"

"But it's fun!" Whisp whined as she swung the hammer around her three times before smashing another orange with it. "I am Thor!" she roared.

"Lilith, I thought you said you knew how to make eggs!?" Clawdeen yelled as she grabbed a washcloth from the cabinet and threw it over the burning pan, effectively putting out the fire within seconds.

"I do! I don't know what happened!" Lilith protested. "I turn my back on the stove for one second to help Whisp properly make coffee and the next thing I know, my eggs are more burnt that molten lava!"

"Granted, Whisp was dancing on the beans to grind them up instead of using the coffeemaker." Nefera butted into the conversation, wiping orange guts and peels from her face.

"Can't she ever do things normally?" Clawdeen sighed.

"You're talking about someone whose gone insane from being trapped inside of a lamp for a thousand years." Lilith said with a deadpanned expression.

"Point taken." Clawdeen admitted defeat.

"I'm not insane!" Whisp protested. "I'm trying to live life to the fullest before I kick the bucket!"

"You're immortal." Lilith pointed out.

"That doesn't mean I shouldn't!"

"Ghouls! Focus!" Frankie cried loudly, halting all movement in the kitchen. "Ever since we started this project, we haven't got one thing done!"

"Correction." Jinafire smiled as she held up a plate of golden brown toast. "I have cooked the toast to perfection." she smiled, a trail of smoke escaping her lips; as soon as she set the plate down on the counter, the supposedly golden brown toast instantly disintegrated into black ash and a pool of melted butter. "Well, as you Scaremericans say, 'it was worth a shot'." Jinafire sighed.

"Ghouls, we need to stop goofing around." Frankie announced as she paced back and forth in front of the crowd of ghouls currently taking up the kitchen. "We need to do things right, we need to things without messing them up, we need . . . to act like Normies."

"Does that mean no more smashing?" Whisp asked with disappointment.

"YES!" all the ghouls yelled in unison.

"It's a wonder we haven't woken Ben's parents yet." Spectra mumbled under her breath as she rubbed her throbbing temples.

"Lilith, start another batch of eggs and don't take your eyes off them," Frankie instructed. "Nefera, Whisp, make orange juice and coffee using the squeezer and coffeemaker and _not_ a mallet or anything unusual." Frankie emphasized; the mummy saluted as the genie pouted but begrudgingly agreed. "Jinafire, try using the toaster this time; the rest of us will try to clean everything else up before Carl and Sandra get here. Any questions?"

"What if Ben's parents wake up before we're ready?" Robecca wondered.

"Hmm. Good point." Frankie mused. "You, Venus, and Skelita keep them distracted and busy until were ready. Okay?"

"Yes, mam!" Venus saluted.

"Alright, ghouls! Lets-" Frankie started to say before she suddenly disappeared in a flash of bright, green light.

"_Que?_ What just happened?" Skelita wondered.

"I'm as confused as you are." Twyla sighed.

* * *

"Jane will not last much longer." Rook stated as he and Ben watched Tyrannopede go flying across the ruined city and just barely miss the central tower before she crash landed into a pile of rubble. A flash of red light illuminated the rubble and about a dozen large animals leaped out of the debris, growling and snarling as they cautiously stalked forwards; each one of them was covered in deep, red fur on the bottom with a mane of pitch black fur on their neck and back and tufts of fur on their joints. They bared resemblance to prehistoric Smilodon, right down to the saber-like teeth that curved out over the bottom jaw. Spikes adorned the tip of their long, feline tail with a small spike on the end of their dog-like nose.

"Ooh, this is going to be a tough one." Ben mused, stroking his chin as he mulled over something.

"Indeed. Malware will be pressed hard to endure against a pride of Panuncians." Rook agreed as the entire pride roared and charged at Malware, skillfully dodging from side to side to avoid the optical laser fired at them before they pounced and tackled Malware to the ground, dividing themsleves into even more clones to weigh the corrupt Galvanic Mechamorph down.

"That's what I meant," Ben said to Rook. "I was thinking about to what this one."

"I am confused as to why you name all your transformations and insist on naming Jane's." Rook cocked an eyebrow.

"It makes them easier to talk about under certain circumstances," Ben explained. "You sued them too."

"I do not remember that." Rook frowned; Malware managed to shake some of the Panuncians off of him as the others raked their claws across his circuit pattern skin and dug their fangs into his flesh.

"I've been gone for too long." Ben shook his head before all the Panuncians went flying and were engulfed in bright, red flashes of light; Jane came stumbling out of a nearby pile of rubble, a nasty cut on her forehead as she leaned against Ben.

"It's no use," she panted. "Everything I throw at him, he takes it. And then he slings it back double!"

"Whatever Azmuth's planning, I hope it's done soon!" Ben yelped as he ducked low to the ground to dodge a blast from Malware's Tachyon Cannon; Rook quickly changed his Proto-Tool into a pod launcher and jammed a missile into the barrel before firing at Malware and succeeding in blasting his gut to pieces. Before either side could fire again, a group of five odd, glowing, green spheres floated out of the surrounding wreckage and ever so slowly their way over to Malware, three of them forming a triangle around him while another floated above and the third waited patiently to the side as its four brothers suddenly activated and fired off a cage of brilliant, green electricity, trapping the Galvanic Mechamorph inside the cage of pain; the final sphere lit up and moved into position directly under its topmost brother, trapping Malware in a bright, green energy field shaped like a diamond. Malware's single, blood red ring glowed an ominous red before it fired off five individual beams at the five spheres, blasting them to bits.

"I really hope that wasn't his plan." Jane whimpered.

"I assure you it was not." Azmuth's voice promised them; the trio turned around to see Azmuth calmly standing on the shoulder of none other than Frankie Stein, an ever familiar remote in his hand; Frankie was looking around with a confused as well as horrified expression.

"What is she doing here!?" Ben exclaimed.

"She is here to help us stop Malware." Azmuth replied simply.

"Are you trying to get her killed!?" Ben yelled angrily.

"Ben, I'm fine." Frankie promised him, her bolts crackling with electricity.

"How did you even know she was in the current dimension?" Rook asked Azmuth.

"I had a hunch that there was a similar girl to this 'Frankenstein' you mention," Azmuth shrugged. "I did some quick research on Earth literature, and it turns out my hunch was right."

"But how is Frankie going to help us stop Malware?" Ben asked before they all ducked to the ground under another beam of the Tachyon Cannon that the villainous Galvanic Mechamorph wielded.

"Do you remember how you defeated Malware the last time?" Azmuth popped the question.

"Yeah, I blasted him with Feedback." Ben said. It was then that he was starting to understand what Azmuth was getting at. "Oh, I see what you're saying."

"Indeed." Azmuth nodded. "Ms. Stein will act as a power source so that you can put Malware's rampage to an end."

"Well alright then." Ben smirked confidently as he turned to the Omnitrix and cycled through the listings before selecting the Conductoid icon and hovering his hand over the activation button. "What about all my forms that got blasted by Malware?"

"The Omnitrix should repair the DNA so you will be able to use your transformations at a later date." Azmuth reassured him. Ben nodded and pressed the activation button, instigating a correct transformation as well as saving a short lecture from Azmuth on the proper use of the Omnitrix. He felt himself become powerful as the alien blood coursed its way through his veins, the watch forcing his very DNA to shift and mold and change into something it shouldn't have been. The changes began almost immediately, starting his skin becoming a dark, midnight black that raced up his arms and legs and covered his face. His eyes widened into large almonds before melting together into a single, green orb. His teeth became sharp his toes all ground together into two claws. He felt an itching sensation at the base of his spine, and craned his head to watch a long, elastic-like tail stretch out behind him, a growth forming on the end that resembled a forked plug. His fingertips become hard and metallic, becoming cube shaped as muscles piled themselves on his arms and chest. Two long antennae suddenly shot out from his skull, unrolling behind him like dreadlocks as forked plugs formed on their ends. His chest and torso turned a dark shade of green as the Omnitrix appeared on his chest and a sharp, tingling feeling could be felt in his fingers.

"You ready, babe?" Feedback asked Frankie.

"Ready." Frankie nodded with a smile on her lips and a light blush on her face.

"I want in on this too." Jane grunted, turning to the Nemetrix on her wrist and cycling through the transformations before finding the one she was looking for and slapping the watch face, engulfing her in a blood red light. Her skin cracked and hardened into bony plates that covered her entire body, muscles building up underneath them as her body shifted. Her arms lengthened to match her growing legs, her fingers and toes all fusing together into a single digit before the nails on each limb melted into a tough covering that quickly formed into a tough hoof. Her spine cracked and groaned as a long, skeletal tail grew from the base of her spine and shark-like fins sprouted from her back and on either side of each growth; small vents, openings that flowed into special organs formed underneath each fin. Large, bony teeth that connected right into Jane's moving jaw as her eyes split into a second pair as her ears became long and pointed. Every last hair disappeared on her scalp as a pair of bony knobs formed on her head, quickly growing long and bigger, splitting into more branches that added to her size; the Nemetrix appeared as a large, red collar with silver spikes around her neck, finishing the transformation.

"Ah, I see what you are getting at." Rook nodded as he loaded another missile into the front of his pod launcher. "A combination of all our strengths and abilities should finish the job, no?"

"Actually, I just thought hitting him with all we got would be really cool." the Conductoid joked; Antlerback bellowed and lowered her head, a ball of blood red plasma forming between her massive rack of antlers as Feedback folded his arms over his chest and snapped his antennae backwards, each one hooking up to one of Frankie's bolts as she clenched her fist and sent a monolithic amount of electricity coursed through her and into Feedback.

"Ready when you are, Ben." Rook grinned.

"Then lets turn on the power!" Feedback quipped as he felt a tingling in his fingertips. "On three! One! Two! Three!" he cried before firing a burst of powerful energy from his plugged hands as Antlerback fired off her plasma ball and Rook pulled the trigger on his pod launcher; as a last resort, Malware fired off his Tachyon Cannon in a last ditch effort to preserve himself from death once more. The two beams edged closer and closer across the ruins of the city before they slammed into each other, the combined efforts of Feedback, Antlerback, and Rook effortlessly powering through Malware's attack and obliterating it as they closer and closer to the helpless Galvanic Mechamorph.

"CURSE YOU BEN TENNYSON! CURSE YOU!" he roared as he was suddenly engulfed in a monumental explosion that blocked out the sun for a brief moment, forcing everyone to shield their eyes as a wave of heat blasted its way across the landscape, nearly destroying everything else left standing before it died down and the cloud of smoke faded away to reveal the petrified remains of Malware, forever frozen with a look of horror and unrivaled hatred plastered on his face.

"And that, as they say, is that." Feedback smirked before the Omnitrix and Nemetrix timed out in flashes of green and red, changing their respective owners back into their original forms.

"Yes! We kicked his butt!" Frankie cheered. "If only cooking breakfast for your parents was this easy."

"Wait, what?" Ben wondered.

* * *

Lorna had opted to hide underneath the kitchen table.

While most people or monsters would have been confused as to why the freshwater monster was hiding under the table, all one really had to do was see what Lorna's fellow ghoulfriends were up; Clawdeen and Lilith were currently arguing over yet another pan of burning eggs, ignoring the fire entirely as Bonita desperately tried to find some way of putting it out before it got any worse; Vandala and Nefera were running around the kitchen, the later with only her bra on, her shirt in the clutches of Whisp as she flew around just out of Nefera's reach and with a crazed grin on her face. Unsurprisingly, a mallet was in her other hand; Spectra was attempting to finish Nefera and Whisp's job unsuccessfully, her hands almost always phasing right through the items she needed to use; Avea, Twyla, and Gigi were attempting to calm down Whisp without much success; really, it seemed only Jinafire was no having any issues of any kind as she simply slipped in one slice of bread after the other into the toaster and patiently waiting for each slice to be toasted to perfection before buttering them.

A sudden scream of fright rang throughout the house, halting all movement with the exception of Nefera as she swiped her shirt back from Whisp; moments later, Venus, Robecca, and Skelita came running back into the kitchen, shutting the swinging door behind them before moving the table in front of it before locking the door shut,

"What's going on out there? Sounds worse than a banshee with a sore throat." Lorna wondered.

"Lets just say that Sandra is easily startled by Skelita and leave it at that." Venus winced as she yanked off the table cloth and waved it over the burning eggs, putting out the fire.

"I'm really starting to think we should just summon breakfast." Robecca sighed, sliding down onto the floor. "And while were at it, wish for the kitchen to be cleaned up too."

"I thought making breakfast would be simple, not _loco duro._" Skelita rubbed her aching head.

"What I want to know is why we can't make simple food." Clawdeen grumbled. "I mean, it's not any different than what we do back home."

"Maybe we're not as good at cooking as we thought we were." Lilith grumbled with defeat.

"That be the understatement of century." Vandala muttered under her breath.

"All in favor of summoning breakfast?" Robecca asked, raising her hand above her head; every single hand other than Jinafire's went up. That is, until the toaster somehow managed to catch fire before the dragon's eyes, forcing her to put her own hand above her head and make the vote unanimous.

"Alright then. Nefera shrugged as she slipped her shirt back on. "Gigi, I wish breakfast was made and that the kitchen was clean."

"As you wish." Gigi closed her eyes and folded her arms across her chest before jerking her head downwards. A bright, white light suddenly engulfed the kitchen, blinding everyone in the room before dying down; the stove was no longer on fire and the toaster was still in one piece. There were no juice stains or coffee bean remains dotting the counter, and the air no longer smelled of vaporized butter and charred eggs. More importantly however, was the wide variety of foods that lay across the counter. Everything from pancakes slathered in butter and sparkling maple syrup to steaming omelets with fresh breakfast potatoes and hash-browns with large pitchers of coffee and orange juice to spare. And it wasn't just that; there was freshly cooked and baked sushi with a kettle of ginger tea and a bubbling pot of haggis on the stove for anyone willing to partake in the exotic foods. Plump, juice grapes sat amongst a collection of bananas and apples, limes and oranges, and even the occasional pineapple or papaya.

"Well, that turned out better than I thought." Clawdeen hummed happily.

"Now if we can just get Sandra use to the fact that her son is in love with a bunch of undead ghouls." Bonita sighed before yelping with fright as the air next to her crackled and sparkled with green energy before it suddenly exploded and died down, revealing Frankie, Jane, and Ben standing there.

"Glad that's over with." Ben yawned and stretched before he noticed the wonderful aroma in the air. "And you ghouls made breakfast too! Nice." he grinned.

"Uh, yeah! We totally made it ourselves." Avea grinned nervously. "Right, ghouls?"

"Yep!" Whisp laughed happily.

"So, where are my parents?" Ben wondered.

"Most likely cowering under their covers." Clawdeen sighed with exhaustion.

"She kinda got freaked out after one of Skelita's arms popped off. And crawled up your Mom's leg. And then kinda . . . played with her face a little before reattaching itself."

"Great." Ben sighed as Skelita gave him an apologetic look.

"I'm sure she knows it was an accident, Ben." Frankie reassured him.

"I guess you're right." Ben shrugged. "I mean, if Mom can remain friends with Ma Vreedle after she rampaged all over Bellwood, she'll be able to handle you ghouls." Ben then quickly cracked his aching back before grabbing twin plates of pancakes, pausing when he noticed the kitchen table in front of the locked kitchen door. "Do I want to know?" he asked.

"Probably not." Frankie sighed as she took the two jugs of coffee and orange juice; Avea and Twyla grabbed hold of the table and dragged it out of the way as Ben slipped by, unlocked the door, and made his way to the dining room table, setting the plates down at his parent's usual seats before the rest of the ghouls followed carrying different foods and lining up a sort of buffet.

"Ben? Is that you?" Sandra's voice came from down the hall.

"Yeah!" Ben called over his shoulder. "The ghouls made breakfast!"

"T-that's nice, dear!" Sandra said from her room. "Um, there aren't any body parts crawling around, are there?"

"Not that I know of!" Ben yelled back.

"Alright then!" Sandra sounded somewhat unsure, but willing at the very least. After a few minutes, Sandra and Carl came shuffling down the hallway in their pajamas, cautiously looking around for any of Frankie or Skelita's body parts and passing by a still passed out Persephone on the couch; even the sweet scent of fresh breakfast foods could not awaken the goddess. Once Ben's parents had made their way to the dining room table without being attacked by body parts or mutant food of any kind, Sandra looked upon the smiling ghoul's faces; most of them seemed somewhat pleading, as if begging for her to except them while others seemed either indifferent or their presence was not seen but not unknown; Carl thought he saw something flicker in the shadow of the sofa. What really caught Sandra's attention though, was Jane taking cover behind Ben, looking at her like she was about to bite her head off for some unknown reason.

"Morning, Mrs. Tennyson!" Frankie waved.

"H-hi." Jane stammered.

"Good morning, ghouls." Sandra said with a warm smile before setting her sights on the frightened jungle girl cowering behind her son. "Jane, is it?"

"Y-yes, Mrs. Tennyson." Jane squeaked.

"I wanted to say that I'm sorry about all the things I said to you." Sandra apologized. "Had I known it was you, I wouldn't have said anything." she said before shuffling over to Jane in her slippers and giving her a small hug. "I'll admit that I was doubtful at first, but now I see that you, all of you really, care for my son and that he cares for you. Therefore, I approve of your relationship with him."

"Th-thank you, Mrs. Tennyson." Jane smiled.

"Please, just call me Sandra." she smiled.

"Alright . . . Sandra." Jane grinned. "Now how about some breakfast?"

"Did someone say breakfast?" Persephone woke with a start from the couch.

**And there we go!**

**Remind me never to get into the same kitchen as the ghouls when they are unsupervised. Anyways, as you may or may not have noticed, there were some new Nemetrix predators in this chapter as promised! Below is a list of all the Nemetrix predators to appear.**

**Buglizard (Stinkfly's predator) – _Ben 10: Omniverse_**

**Boom Shell (AmpFibian's predator) – _Darkness Rissing_**

**Nemibear (Blitzwolfer's predator) – _DragonWarrior20_**

**Tyrannopede (Humungousaur's predator) – _Ben 10: Omniverse_**

**Repeat (Ditto's predator) –_ Ben 10 Omniverse_**

**And I've got some news. Man of Action has announced that there will be another Ben 10 series to come in 2016/2017. Only it is apparently a reboot of the Ben 10 series. Now, I love Ben 10 as much as the next guy, but this is going to be one big headache when this comes out, especially since there will be new aliens for 10 year old Ben to use in addition to several fan-favorites. So essentially, they'll be rewriting the entire seasons from the start. Maybe. I dunno. Leave your thoughts about the upcoming series in your reviews below!**

**As always, comment, review, suggest, and request down below!**

**Hasta Luego!**


	51. Cloudy with a Chance of Saturdays

**And we're back, man-sters and ghouls!**

**As a side note, any similarities to the episode "T.G.I.S." is purely coincidental. And I have to thank the reader _TheGreatGodzilla _for giving me this idea. And yes, _The Secret Saturdays _and _Ben 10: Omniverse _exist in the same episode. To be honest, I really have nothing else to say, so I shall be shutting up now and allowing you to get on with the chapter!**

**As always, comment, review, suggest, and request down below!**

**Onwards!**

"Frankie! Behind you!" Rook cried.

"Hah!" Frankie cried as her bolts crackled with electricity, coursing down her shoulders and arms and too her fists where she quickly cupped her hands together and fired off a concentrated blast of energy, blasting the vaguely rat-like animal in the face and sending it flying. "Nice!" Frankie smiled.

"Those lessons with Frankenstrike are really paying off, are they not?" Jinafire grinned as she defended herself with a quick roundhouse kick to the animal's stomach and swish of her tail, sending a small squadron of them flying. "If I may ask, what are these creatures?" the Chinese dragon asked Rook as she back flipped out of harm's way and grabbed a long, lead pipe, twirling it around in her fingers like a bo staff and whacking another of the creatures away from her face.

"They are known as Chupacabras." Rook informed her.

"Are you certain? The Chupacabras back home do not look anything like this." Jinafire replied with slight doubt as she spun the bo staff in front of her and charged forward, sending Chupacabras flying in all directions; Rook fired off his Proto-Tool, nailing several cryptids in their chests and heads before morphing his weapon into a bow and firing off twin arrows to take out several Chupacabras that attempted to attack from above.

"Very certain." Rook told her. "Has anyone seen Ben?"

***KA-BOOM!***

"Never mind." Rook sighed as a fiery explosion rocked the Undertown market place and Badaboom came flying out of the ensuing blast and landed rather painfully on his backside.

"Incoming!" the Bombardian warned as another wave of the Chupacabras came storming over the remains of a destroyed tentacle stand, screeching and howling loudly at the top of their lungs; it was then that Badaboom noticed something strange about the Chupacabras. They were wearing shiny, metallic backpacks or canisters of some sort with hoses hooked up through holes in their skulls that fed into another hose that emerged through the jaws.

"Oh, no." Badaboom groaned as he launched a pair of Minibooms at a small swarm of Chupacabras and sent them flying.

"What? What's wrong, Ben?" Frankie asked as she slammed her palms against the ground and sent a shock wave of electricity through the ground, electrocuting all of the scrappy, little animals within a wide radius.

"The Chupacabras have backpacks!" the Bombardian yelled as a Chupacabra screeched and and latched itself onto his arm, attempting to bite through the tough exterior with its tiny teeth and razor sharp fangs. "That can only mean two things!"

"What ever are you talking about?" Jinafire asked; she thrust her staff upwards, striking a Chupacabra in the throat before whacking it over the head and slamming it into one of its brothers.

"That means-" Badaboom paused as he shook the Chupacabra off of him before firing a Miniboom at it. "Both Dr. Animo and Argost are involved. That, and that we'll be meeting up with the Saturdays again!"

"How, pray tell, is that a bad thing?" Rook wondered as he took out another pair of Chupacabras with his bow.

"That means I have to meet up with Zak's Mom again!" Badaboom cried.

"How is that a bad thing?" Frankie asked.

"Trust me on this one, babe." Badaboom sighed as the Omnitrix timed out and returned him to his original form. "But lets take care of the matter at hand first." he frowned as a trio of Chupacabras rushed him, the hoses slithering out from between their jaws as they prepared to attack and drain him of his life force; he quickly turned to the Omnitrix and cycled through the roster before coming across a suitable transformation and slapping the activation button. His skin changed into a smooth, chrome white that became tougher than his original. He began to shrink down until he just barely reached the ghoul's ankles as his face widened for his expanding mouth. He could feel his organs sloshing about inside him as his bones became slightly softer and more bendable; his lungs expanded until they were the largest organ in his body as his eyes became smaller and turned squinty. His ears vanished, to be replaced by small holes, and even then they were covered by hardened skin that wrapped around his head in a way that resembled headphones. His arms and legs grew shorter as the Omnitrix symbol appeared on his head, finishing the transformation.

"Cover your ears!" Echo Echo warned as he quickly divided himself into six separate clones and sucked in a deep breath; the ghouls and Rook quickly did as the Sonorosian suggested and clapped their hands over their ears before diving behind cover. The clones all sucked in one more breath until their lungs were nearly to the breaking point before they fired it all out.

"Wall of Sound!" they cried at the top of their lungs, screaming as loud as possible as the sheer force of the sound waves pulsed and were hurtled towards the swarm of Chupacabras; the little animals were sent flying, screeching loudly as they were thrown against stalls and rubble before the noise eventually died down. Before anyone else could do anything however, a loud, shrill whistle pierced the air, catching the Chupacabras attention. With loud chatters and screeches, the majority of the scrappy, little creatures hopping ad scampering away at darting speeds while a small group halted; they quickly ripped the backpacks off of their backs and chucked them at Ben and the ghouls before following the rest of their pack, the backpacks exploding into large clouds of smoke and dust, covering their escape.

"Where'd they go?" Frankie wondered, leaning against a stand to catch her breath.

"My guess? Wherever Animo is." Echo Echo grumbed before the Omnitrix timed out and returned Ben to the world.

"While that may indeed be true, we have more important matters at hand." Rook frowned. "Are there any injured?"

"None that I am able to see or smell." Jinafire replied as she cast her makeshift weapon aside.

"That is good." Rook sighed. "We should alert Magister Tennyson about the Chupacabras's appearance before things get worse." he suggested before the Omnitrix suddenly started to beep loudly.

"Hold that thought." Ben raised a finger as he tapped the Omnitrix. "Hello?"

"Ben! We're under attack!" Lilith came from the other end, followed by loud screeches and hisses. "We're trying to protect your parents at all costs but-" Lilith continued before she paused to suddenly cry out and loudly hit something with as much force as possible. "But we're outnumbered! And Bonita, Clawdeen, and Venus are all stone! We need backup! I repeat, we need backup! GAH! Get off of me, you oversized rat!" Lilith screamed before the audio feed cut off.

"Rook! Get Grandpa Max! I have to save my parents!" Ben cried as he slammed a hand down on the waiting activation button of the Omnitrix and was engulfed in a bright, green light. Ben's fingers hardened into sharpened blades as a long, whip-like tail sprouted from the base of his spine and stretched out a couple feet. His toes ripped out of his shoes and melted into four claws, two in front, two in back. The ball of his heel crunched forward, moving under his foot bones and becoming perfectly round and smooth, suddenly separating itself from his foot and held there by his curved toes. Ben felt his skull stretch back into a sharp point and his legs bent backwards. A pointy, black helmet with a slide down mask materialized on his head and a tight, black and green body suit appeared on himself, the Omnitrix appearing on his chest, completing his transformation.

"C'mon, ghouls!" XLR8 cried as he quickly scooped Jinafire and Frankie up in his arms and onto his back before dashing off in a furious, black and blue blur and leaving Rook alone amongst the wreckage of the Undertown marketplace.

"And now I am here." Rook sighed.

* * *

Lilith grunted as she whipped her tail and smacked a Chupacabra on the nose, sending it running away. "Come on, Jane! Can't you talk to them!?"

"I've been trying!" Jane cried as she fiddled with the Nemetrix now permanently attached to her wrist before she came across a suitable transformation and slammed a hand down on the activation button, engulfing herself in a blood red light. Her fingers ground and cracked before being forced together into razor, sharp spikes; her feet and toes all melted into into sharp spikes as well as her thighs and arms swelled with muscle and sinew as long, coarse hair started to sprout from her expanding limbs. Her back cracked and ground as it melted into a sharp abdomen with pale,white plating. Jane's eyes flashed a light blue as her jaw jutted outwards, her teeth cracking and grinding into needle-like protrusions. A thick, red, spiked collar formed around her neck with four more leg-like growths forming just behind her collar, completing the transformation.

With a loud, howling screech, the Terroranchula set off after a small swarm of the Chupacabras, quickly rearing up onto her hind legs and spinning a red, energy web from its sharp spikes and ensnaring a group of the diminutive, scraggly cryptids. A Chupacabra squealed loudly and launched itself at Terroranchula, digging its small, sharp claws into its thick abdomen and trying to furiously bite through the tough exoskeleton as the hose that sat inside its mouth slithered out and attempted to attach itself to the massive, predatory arthropod. A loud hiss caught the cryptid's attention and it glanced up just in time to see Lorna with her jaws open wide and her webbed claws clenched tightly just before she slammed into it and tackled it to the ground, quickly wrapping her tail around the little cryptid and throwing it into more of its brothers.

"Sandra! Carl! Get outta here!" Robecca cried as she blasted a Chupacabra in the face with her rocket boots. "We'll hold 'em off!"

Ben's parents didn't protest as Carl quickly grabbed his wife's hand and pulled her across the front yard to their waiting car on the street, only to be cut off by a small horde of the little, annoying creatures. Before they could pounce on them and drain them of their life force, Avea came charging across the yard with an incredibly ticked off look on her face. Without another thought, she reared up onto her hind legs and smashed a hoof into the nearest Chupacabra's jaw, shattering it as she clenched a fist and slugged another of the cryptids in the throat before giving her broad wings a quick flap and sending the rest of them flying.

"Get on!" she commanded, gesturing to her back.

"Are you-" Carl started before Avea threw him a venomous look that said she would not take no for an answer. With little other choice in the matter, Carl and Sandra quickly mounted the hybrid and held on for dear life as she gave her huge wings a quick flap and took to the air, flapping her wings faster and faster as her legs tucked themselves up under her body in a fashion similar to a bird's. "Just keep in mind I don't let just anyone on my back, got it?" she added as she circled around in the air and landed on the roof of Mr. Baumann's house. "Stay here until the cost is clear." she instructed them as they climbed off and she dove back into the battle.

"Can our son pick 'em, or can our son pick 'em?" Carl chuckled as he and Sandra watched the ghouls fight below; Skelita grabbed her left arm bone and yanked it, bending it at the joint before chucking it into the air and taking out a row of Chupacabras on the roof as the limb spun through the air like a guided boomerang and came to its owner where she quickly proceeded to reattach her arm back into the socket. Terroranchula screeched loudly as she barreled across the yard and set Chupacabras flying in all directions until a loud beeping sound caught her attention and she was engulfed in a bright, red light, returning Jane to the world.

"AHH!" Jane screamed as a Chupacabra came out of nowhere and launched itself at her face, the clawed hose between its fangs slithering out into the air and ready to attach itself to Jane's forward before Robecca rammed her metallic shoulder into it and sent it flying.

"Leave my ghoulfriend alone unless you want to bloody tangle me!" Robecca roared angrily.

"What is she talking about?" Sandra whispered to her husband

"Well . . . I have my suspicions, but lets see where this goes," Carl hummed. "Maybe Ben can explain."

"Speaking of Ben . . ." Sandra pointed to a large dust cloud coming up the street, a loud sonic boom resonating in the air as the source of the strange phenomenon dashed into the front yard, setting two figures down on the ground before it buzzed around the entire yard in a tight circle, going faster and faster and faster until Sandra swore she was seeing the black and blue blur in more than two places at the same time. The strange phenomenon spun tightly around the yard, all of the Chupacabras slowly being dragged towards the epicenter of the swirling vortex created, digging their claws into the dirt and grass, but it was a fruitless attempt.

"En garde!" XLR8 cried as he came to screeching halt. "That's French for 'leave my ghoulfriends alone!'"

"I'm pretty sure Rochelle would be to differ." Gigi smirked as she snapped her fingers and summoned a large cage over a group of fallen Chupacabras, trapping them.

"Don't patronize me in front of the bad guys, G."the Kinceleran sighed. "Even if they probably don't understand a word of what I'm saying."

"That is a definite possibility." Gigi smiled as she summoned several more cages to trap the groups of Chupacabras; any stragglers were swiftly dealt with by an all too eager Whisp and exhausted Nefera.

"You ghouls okay?" XLR8 asked as the Omnitrix timed out and returned Ben to the world where he quickly cracked his sore back.

"Most of us," Robecca sighed sadly as she helped Jane to her feet; the copper girl refused to let Jane out of her grasp as she cast a pitiful look at a stone statue lying across the ground. The statue's legs were sprawled out in front of it with its arms froze above and in front of its face, as if to shield itself from something. It was roughly humanoid in shape with half of its head shaved off and the other half swept across the other side, a ring-shape wound embedded deep into the statue's chest, just above the cleavage.

"They got Venus?" Ben whispered.

"Clawdeen and Bonita, too." Robecca sniffed, rubbing her eyes; Jane gave her a small hug and pecked her on the cheek, a small smile crossing Robecca's lips.

"When I get my hands on Dr. Animo, I am gonna-" Ben was about to say before he caught sight of his parents on Mr. Baumann's roof and decided to refrain from using such foul language. "You get the idea." he mumbled before an utterly gigantic shadow fell over the entire neighborhood. Ben and the ghouls glanced up to see the underbelly of a massive airship with a large, orange, balloon-like structure on top and what seemed an impossibly small cockpit underneath with broad wings and multiple propellers beating against the air. The airship hovered for a few seconds before two, incredibly long ropes were tossed out from either side of the blimp-like aircraft and touched down to the ground, two figures grabbing onto and sliding down them before they even reached the bottom.

The first figure was around the same height as Ben, if not shorter. He had a salt and pepper hair style and what limited skin that could be seen was a light tan in color. He had bright orange eyes and dark freckles on his cheeks, with a black bodysuit covered with orange armor on the rest of his body, a cocky grin on his face as he plummeted through the air on the rope. The second figure was clearly taller than the first and was covered from head to toe in dull, yellow fur with his hands, feet, and face left bare. He had deep, red eyes and two fangs that curved downwards from the upper lip with two tufts of her hair on his head that looked like ears.

"Hey, Ben. Long time, no see." the first person smiled as he touched; the second figure landed with a dull thud! and glared at Ben suspiciously.

"Hey, dude. Glad you made it." Ben allowed a small smile.

"Care to introduce us to your friend, Ben?" Robecca asked.

Ben nodded. "Ghouls, this is Zak Saturday and his pet gorilla-cat, Fiskerton." Ben explained.

Fiskerton growled darkly, cracking his knuckles and slowly stalking over to Ben before a loud cocking noise met his attention. He glanced upwards and whimpered slightly as he saw a large assortment of blasters, guns, lasers, and weapons of mass destruction all pointed directly at him with Whisp in the center of it all, a warning smile on her lips; the Lemurian quickly backed off, and the arsenal disappeared in a flash of black smoke.

"Dude, what was that all about!?" Zak yelped as the normally fierce and very powerful Fiskerton hid behind him like a scared puppy. "And second of all, he's not my pet, he's my brother!"

"Sorry, sorry!" Ben apologized. "It's just been awhile since we've seen each other." he said. "As for Whisp's temper, she was trapped in a lamp for a couple thousand years and kinda lost it."

"But we love her anyways." Nefera sighed as she folded up her collectable blades and clipped the to the side of her belt; she was oblivious to Zak unable to tear his eyes away from her, his tongue lolling out of his mouth as he drooled slightly.

"Dude, I know I had a crush on your Mom at one point, but if you get ideas, I will tear you limb from limb." Ben threatened as Fikserton rose up to his full height and looked like he was about to crush Ben's skull like an egg; Whisp snapped her fingers again, and the massive arsenal appeared in a puff of black smoke once more, neither side backing down until Twyla stepped out of Fiskerton's shadow, startling the Lemurian, and put herself between the two brooding boys.

"Okay, can we act like actually people and talk this out first?" she asked with her usual depressed tone. "I think we might have started off on the wrong foot." The tension hung in the air for a few more seconds before both Ben and Zak relaxed and took a few steps back; Fiskerton stepped back with his adoptive brother as Whisp called off the weapons show, her fingers poised and ready to bring it back should her boyfriend be threatened again.

"Okay, long story short, I ended up in a parallel universe where all those movie monsters and myths and stuff actually exist," Ben explained. "All these wonderful ladies behind you are my ghoulfriends and their daughters."

"And that's the short version?" Zak raised an eyebrow.

"Pretty much." Twyla smiled as she reappeared behind Zak from within his shadow.

"GAH! How is she doing that?" Zak startled. "Is she a cryptid?"

"No, she's a Boogeyman." Ben replied. "Really, the only cryptid ghouls I have with me are Lorna and Lilith, now that I think about it."

"Who?"

"Them." Ben jerked behind him as Lilith pried open one of the cages that held the trapped Chupacabras while Lorna tossed in one of the last ones, slamming the door shut with a crack of her tail. "Daughter of the Loch Ness Monster and Daughter of a Monster Hunter that got turned into a Jersey Devil."

"Do I wanna now how that happened?" Zak asked.

"Probably not," Ben shrugged as more of the ghouls began to gather after finishing off the Chupacabras. "These are Frankie, Nefera, Jane, Robecca, and Avea." he introduced Zak to the respective ghouls.

"What happened to her?" Zak whispered to Ben as he pointed at Frankie, his eyes flickering over to Nefera every few seconds; this did not go unnoticed by Ben.

"She's the Daughter of Frankenstein's Monster," Ben explained. "And seriously dude, stop oggling my ghoulfriend."

"I can't help it!" She's so hot!" Zak whispered.

"So was your Mom, but I let that go ages ago." Ben rasped back.

"Fair enough," Zak sighed. "What is she anyway?"

"A mummy, and a very rich one at that." Ben replied as Nefera forcefully pried Whisp's fingers off of her as the later heavily groped her person; Zak quickly turned away, pinching his nose. "I know what your doing, and believe me, it happened to me the first couple of times too. While Whisp's also insane, she's also been heavily deprived of certain . . . pleasures."

"Why was she stuck inside of a lamp anyway?" Zak wondered.

"She and Gigi are genies." Ben answered, pointing towards the two sisters as Gigi dragged Whisp away from Nefera. "Sisters, actually."

"And you're dating both of them?"

"You got something against that?" Ben frowned.

"No, just curious." Zak said quickly; while he may have been powerful as Ben himself, he really did not want to have to face the likes of a To'kustar. "So, who are the others?"

"Spectra, Vandala, and Skelita." Ben answered, nodding with his head towards the two ghosts and skeleton.

"Does this . . . ever creep you out?" Zak whispered to Ben as Vandalla playfully phased down through the ground and reappeared behind Jane, tapping her on the shoulder before pulling a frightening face and startling the jungle girl to change into a rather frightened rabbit that instantly took cover in Robecca's arms.

"Sometimes they get me when they go through walls and stuff." Ben admitted. "But now that we're done with introductions, do you think you can help us? Those Chupaloopa things managed to get three of my ghoulfriends."

"Chupacabras," Zak corrected. "And we'd be more than happy to help, right, Fisk?"

The Lemurian snorted but begrudgingly agreed.

"Alright then." Zak smiled. "We'll grab the trike and head off once we've brought the injured and the Chupacabras up to the airship."

"Oh, that's gonna take a lot of going up and down." Ben sighed as he glanced up at the massive airship overhead while cycling through the roster and selecting Big Chill and slapping down on the activation button, engulfing him in a brilliant, green light. His skin went from being soft and warm to hot and hard as concrete. Rocky bumps formed on his wrists and shins. His shoulders became broad and massive, so large that he had no neck at all; his face face was stuck right in the middle. His mouth became wider and almost forever stuck in a toothy grin. His fingers swelled in size, and Ben could feel a slight tingling sensation at the tips. He felt a strange feeling as his guts all move upward into his chest as a swirling, hot magma center filled their space. His toes melted into one smooth, rounded foot. A pair of black shorts with green stripes appeared on him as the Omnitrix suddenly appeared on his forehead, completing the transformation.

"Gravattack? I guess." the Galilean sighed.

* * *

Meanwhile, in a hidden chamber deep within the bowels of Undertown, buried deep within a dank, dark spot that only the Ectonurite inhabitants of Undertown ever went there on a daily basis, a madman continued his work, grumbling obscenities and curses under his breath as he steadily moved the needle up and down on his latest creation; it had the body of a Mississippi Swamp Ape with the head of a Waitoreke and the broad, reptilian wings of a Ropen with a long, Kasai Rex tail and sail on its back. The beast had yet to be reanimated like its waiting brothers and sisters, but the mad doctor had no doubt that it would be equally successful.

A loud, skittering sound caught his attention and paused in his work to look over his shoulder to see dozens of small, nearly hairless bodies scurrying down the steps that led into his lair, rushing underneath the ancient sewer pipes that thrust out into the open air and gushed rotten sewage into the drains beneath them; the madman, despite his somewhat heightened senses was not the least bit offended by the smell as nearly a hundred Chupacabra assembled on stairs, pipes, and any other resting places, waiting for another command to fulfill.

"Ah, you have returned, my pets!" Dr. Animo grinned darkly as he selected a random Chupacabra from the crowd and picked it up in his arms, stroking it like a cat. The canister-like machine that took up the majority of the available space in the wide room reached out with multiple hoses on the end of long arms and attached themselves to the back of the cryptid's backpacks, draining away all of the life force within and storing it inside the machine; a dial on the hulking machinery just barely tilted to the end.

"Just enough." Dr. Animo chuckled as he released the Chupacabra from his grasp. "I'm feel so nostalgic right now, as if I've done this all before!" he smiled to myself. "I mean really, using the Chupacabras to siphon away cryptid, human, and alien life force, it seems like I've done this already. Oh, well. Beggers can't be choosers!" he cackled as he tapped a few buttons and pulled down on a lever, turning on the machine with a loud hum. The massive device hummed and rattled occasionally for a few seconds before it gave a sudden roar and died down, the door on the side hissing open in a cloud of smoke and steam.

"Welcome back once more, Mr; Argost!" Animo grinned toothily.

Standing before him was a gigantic, hulking creature that stood perhaps three to four taller than Animo with majority of it being covered in snow white fur. The left arm was ape-like in appearance with strong, muscular fingers on the pale, pink hand; the right arm belong to the head and neck of a sea serpent-like creature with a fanged maw that smelled suspiciously like smoke as it slowly blinked its eyes and glanced around the room. The torso and legs of the creature were blood red in color and covered in a short layer of hair with cloven hooves and a long, serpent-like tail; a pair of curved horns were jammed into the skull as a pair of black, dragon-like wings stuck out from the broad back and shoulders.

"Ah, greetings and _bienvenue._" the gigantic collage of body parts drawled before he set his intelligent eyes on Animo.

"DO! YOU! KNOW! WHERE! YOU ARE!?" Dr. Animo yelled each word at the top of his lungs, cupping his hands over his mouth.

"For the last time, I am not deaf!" V.V. Argost snapped angrily, flaring his wings. "So how, pray tell, long did it take for you to bring me back to life this time, Mr. Animo?"

"It has been a highly productive week, Mr. Argost," Animo grinned happily. "With Ben Tennyson gone for several months, I was able to gather almost enough life force before my arrest, and then finish collecting the rest upon my escape. And it's

Dr. Animo to you!" the mad doctor hissed.

"Yes, and I'm sure that came from an accredited university." Argost rolled his eyes. "And before you even ask, I absolutely refuse to work with the likes of you." he added upon seeing the hopeful and calculating look in the madman's eye.

"I'm afraid you don't have much choice in the matter." Animo practically giggled as he slipped something that looked like a crude chest plate and shoulder pads crafted out of kitchen ware. "As you yourself once said, "Cryptids are unpredictable". So, I have had to resort to somewhat rather crude methods to control the likes of you; control you, and I control the cryptids of the world. It's simply really." he grinned wickedly. Dr. Animo turned the large dial that resided on the front of the chest and quickly attached several tubes and hoses to attachments on his glass dome before dark, red energy crackled its way up from the device on his chest and into his brain, his mechanical antennae pulsing with the same red energy madly. The collage of cryptid parts that was V.V. Argost suddenly cried out in agony as his head was consumed in the same red energy, his roars and howls of agony becoming more vigorous and louder by the minute the more he fought against the mad doctor's control. After what seemed hours of struggling, Argost finally gave in and fell to one knee, resting his left arm on his knee and bowing before Animo; the Chupacabras are started to screech and chatter as they all began to bow and praise their master.

A loud hissing caught Dr. Animo's attention, and he turned to see a figure crawl out of the darkness; he had blood red skin and a well muscled, humanoid figure with a row of sharp spikes down its backbone and four, short spider legs growing almost painfully out of its back. It had two claws for toes and more a pair of ragged, purple pants and had a pair of well muscled arms with fleshy spikes and razor sharp talons for fingers. The head was filled with needle-like fangs with four spikes protruding outwards on all the corners of the lips; it had pointed ears and one normal-looking eye while the other was a glowing, blood red in color.

"Ah, Munya. _My_ loyal manservant." Dr. Animo sighed mockingly. "Care to say anything to your previous master?"

The mutant hybrid hissed darkly before stepping out into the main area, falling to one knee and assuming a similar position to his former boss. "All . . . hail . . . Animo." he hissed in a deep, guttural voice, as if he had said the words with great difficulty.

"Mmmnahaha-ahahahahahahahaha!" Dr. Animo cackled. "That's right! All hail Dr. Animo! ALL HAIL! AHAHAHAHAHAHAHAHAHAHA! And as my first act as the soon to be ruler of this planet, I command you to destroy Ben Tennyson once and for all! Destroy him and his menagerie of monsters! DESTROY THEM ALL!"

* * *

The wind whipped through Ben's dark, brown hair as Fiskerton furiously pumped his legs on the massive trike's pedals, keeping at a steady forty miles an hour without even breaking a sweat for the nearly thirty minutes they had been traveling. Ben cast a short glance at the Lemurian next to him, wondering if his DNA resided within the Omnitrix; he seemed intelligent enough, especially considering he apparently knew the inner workings of advanced technology. Fiskerton cuahgt his look and snarled slightly, glaring at him with suspicious eyes as he pedaled the trike along the highway and past a sign that read "Undertown, 2 miles".

"Are picking anything up?" Frankie asked Zak as he sat on the very edge of the rumbling trike with his arms folded over his chest and a rather serious expression on his face as he effortlessly balanced himself on the edge of the trembling vehicle without ever wavering in the slightest.

"I think," Zak replied, opening his eyes and climbing back inside the vehicle. "It's really faint, but we're definitely heading in the right direction."

"Good." Nefera frowned as she flipped out her collapsible blades and spun them around in her fingers before clipping them to he belt again. "When I'm finished with Animo, the doctors won't know which side to sew his disgusting lips back on."

"That . . . might be a

bit extreme." Ben told her. "But I get first crack at him."

"You must really not like this guy." Zak noted. "Is he your arch nemesis?"

"No, that's Vilgax, Zs'Skayr, Eon, and Maltruant," Ben replied as Fiskerton steered the bike through a tunnel that led to Undertown. "Basically anyone the Plumbers can't take out with minor assistance from me; Animo's normally a B-raked villain, but he just crossed the line."

"What line?" Zak asked with a somewhat nervous tone.

"He attacked my family," Ben frowned darkly. "Both my ghoulfriends and parents were threatened by him, and three of my ghoulfriends were injured in the process; he's gonna pay the price one way or another."

"You sure you aren't taking this a little too far?" Zak asked.

"Maybe." Ben shrugged. "But Robecca and Jane are beside themselves with worry over Venus, Twyla is too scared to leave the house, and Skelita's trying to hold everything together while the others protect my parents from another possible attack."

"Fair point." Zak sighed as they left the tunnel behind and sped out onto the semi-open streets of Undertown, Fiskerton effortlessly steering and driving the trike past and around multiple alien shoppers that got in their way. They sped through the marketplace, passing by a still angry Pakmar as he pushed a vendor cart of sorts while cursing and shaking his fist at Ben, and turned down into the more shady areas of Undertown, slipping down dark alleys and quiet back ways before stopping in a large, abandoned shanty town.

"Anything?" Lorna asked as she, Lilith, Nefera, Frankie, Ben, Zak, and Fiskerton climbed out of the trike and looked around.

"No . . . and that's what worries me." Zak frowned as a cool breeze from the many ventilation shafts that dotted the massive cavern dusted its way amongst the ruins. Ben looked around to see nothing of severe interest before turning to the Omnitrix and cycling through the listings before coming across the alien he desired and slapping the activation button. Deep orange fur sprouted all over his body, as if a bomb filled with hair suddenly exploded inside of him. His lower jaw jutted out as his teeth became sharp and menacing. The wave of fur raced over his face, covering his eyes as they suddenly vanished all together. He could feel his ears disappearing as what felt like gills take their place. In actuality, they were sensitive ears able to pick up the tiniest of sounds. His shoulders and arms swelled as his dull nails became sharp claws. His legs twisted and formed into the hind legs of that of a dog as a thick green color appeared around his neck, the Omnitrix symbol in the middle.

Wildmutt grunted and set his nose to the ground, sniffing carefully and sifting through the numerous scents that plagued the area; he could smell the faint scent of rotting fish and haggis from Lorna and the nearly invisible smell of Frankie as electricity coursed through her. Fiskerton's rich, earthy fur was nearly overwhelming to the Vulpimancer, and Lilith smelled little more of than sweat with a hint of lilac. Nefera's alluring scent of exotic spices and lotions gave a burning sensation to the Vulpimancer's nostrils, but he was able to still pick out the many odors that lingered in the air. It wasn't until a few minutes had passed and Wildmutt had circled the shanty town at least twice did he notice a familiar smell that made his blood run cold.

By the time he had given a loud bellow of warning, it was too late; a large shack comprised mostly of rotting wood and rusty shingles suddenly exploded into shrapnel and splinters as a twisted beast roared and lumbered at the them. The creature had the body of a large, orange furred ape with a writhing tentacle for one arm and a gigantic, crab-like claw for the other with a fifteen foot long tail and a pair of curved horns jutting out of its skull.

"What is that!?" Lilith yelped, back flipping out of the way as the horrific collection of body parts raised up it's crab claw and tried to crush her beneath it.

"Grraaaa-AAAAHHHAAAALLLAAGGH!" Wildmutt bellowed, as if trying to answer her question before he charged at the monster and pounced on it, crushing the hard exoskeleton of its crab arm with his strong jaws. The creature bellowed in pain, the sound resonating through the shanty town as it threw the Vulpimancer off of it and into a shack, obliterating it; the air suddenly filled with more screeches and roars, the ground trembling as three, worm-like creatures were serrated jaws and spiked flippers sewn rather crudely on their sides while several winged beasts appeared in the air, surrounding all of them within seconds.

"Ah, greetings and bienvenue, Ben Tennyson and friends!"

"Oh, no." Zak gulped as he turned his head to the sky to see the plain, white mask that forever haunted his dreams and nightmares. Hovering over him with his broad, dragon-like wings beating the air and his sea serpent arm sampling the air with its long, forked tongue, was none other than V.V. Argost, looking very alive and very well.

"Who is that?" Nefera wondered as she sliced off the tentacle of the first beast befroe using its head as a springboard to launch herself into the air and cut off one of the feathered wings of an attacking creature.

"My arch nemesis, V.V. Argost." Zak frowned as he pulled a weapon hooked up to his back and pointed it up at his worst enemy; the weapon was shaped like a staff and tipped on one end with the foot of a large, bird of prey with razor sharp talons and the end was shaped sort of like a dragon's head with a small switch and few buttons on the side. Zak pressed a button the weapon, and the clawed tip of the weapon fired out on a spring loaded cable and into the air, wrapping around one of Argost's legs and pulling as hard as he could without much success; Wildmutt lumbered up to him and took the weapon from his hands and gave it one quick jerk, pulling the evil cryptid mastermind down towards the ground.

"Show off." Zak smirked as the Vulpimancer gave him back his weapon; Wildmutt shrugged his shoulders before he shoved Zak down to the ground as a stream of red, hot fire flew over their heads from the sea serpent on Argost's arm. The fire was quickly ended when Fiskerton rammed his shoulder into Argost, sending the jet of fire wild and setting fire to the surrounding shanty town, making the situation all the more risky.

"This does not bode well," Lorna gulped as she cracked her tail and smacked an offended monstrosity in the jaw. "Especially for me."

"Whys that?" Frankie asked; the young cadaver clapped her hands together and shot off a beam of concentrated electricity, blasting a cryptid collage in the chest and extending the damage to two others, using the first one as a conductor of sorts.

"We sea creatures dry out easily." Lorna replied with a slight gasp as she snapped her tail again and curled it around the leg of a top heavy cryptid and yanked her tail, tripping it. "Take that, ya howlin dobber!"

"Do I want to know what that means?" Frankie wondered.

"Eh, probably not," Lorna shrugged. "It's probably the least offensive thing we Rots can say."

"I'm afraid to ask what might be worse."

"Trust me, you don't want to know." Lorna shook her head as she sucked in another dry breath; if she didn't get to some water soon, she was bound to pass out before she would die roughly fifteen minutes later as her body used whatever fluid was left to allow her to breath before she succumbed to dehydration and suffocation.

Fiskerton drew back his fist and slugged Argost in the face twice, managing to crack his ever famous mask before the villain curled his prehensile tail around the Lemurian's ankle and threw him to the ground before cracking his tail and sending him flying into the smoldering remains of a house. "While I do enjoy our time together, Zak Saturday, I have more important people to get even with than you."

"What are you talking about?" Zak narrowed his eyes.

"That is for me to know, and for you to find out." Argost grinned darkly before the sea serpent arm blasted out another jet of fire at the ground, creating a curtain of flame between him and his adversaries as he turned tail and ran away with his small army of Frankencryptids following suit.

"Au revoir, Ben Tennyson!" Argost yelled as he vanished.

Zak took several steps back from the wall of fire, shielding his face from the flames as they started eat away at whatever remained of the ramshackle town, surrounding all of them in a curtain crackling flames that edged closer and closer to them. He glanced behind him to see Nfera and Lilith backing towards him with Frankie dragging a nearly limp Lorna as fast as she could before Wildmutt grabbed Frankie by the waist and pulled them away from the flames and to the center as Fiskerton launched himself over the fire and landed in the center as they were all pressed together; the Omnitrix timed out.

"This is not how I wanted to go out," Zak grumbled. "Crushed by a Yeti, drained dry by Nicaraguan Blood Sucking Vines, even nibbled to death by a pack of Bunyips. But not like this."

"That makes two of us." Lilith frowned as the fire edged closer and closer.

"Don't you have some water alien or something?" Zak asked as Fiskerton hauled him up onto his strong shoulders and away from the fire as they were pressed further and further together.

"I'm working on it!" Ben snapped as he cycled through roster, wondering where the heck Overflow or Water Hazard was. With none of the desired aliens in sight, he settled for Big Chill again and slapped the activation button, the brilliant, green light washing over him and changing his DNA. His skin quickly hardened, fusing together with his bones to form a thick, tough shell that quickly reddened, parts of its turned gray in color. Four of his ribs ripped out his skin and bent in two places, becoming a pair of jointed legs that folded back against his abdomen as green eyes formed on his chest. Spikes that curved backwards appeared on his feet as dozens of barnacles appeared all over his body. His fingers turned into jointed claws as his lips protruded outwards and hardened into a pair of pincer-like mouth parts. His eyes split into another, slitted pair as the skin on the back of his head became loose and saggy before hardening again to form something similar to a hood over Ben's head. The final transformation was the addition of a nozzle-like hole on each of his palms and the Omnitrix on his chest, completing the form.

"Oh, sure. Now I find Water Hazard." the Orishan rolled his eyes before turning to Fikserton. "Think you can give me a lift, big guy?"

The Lemurian grunted and bent down and rested a large hand on the ground as Water Hazard charged at him, stepping a foot onto Fiskerton's waiting palm before he was suddenly launched up into the air above the flames. He then opened the nozzles on the palms of his own hands and sent twin jets of water out, spinning in a tight circle and setting water in all directions to douse the flames as he came back down, tucking himself into a ball and landing in a roll before he popped back up and blasted Lorna with a less pressurized stream of water, rejuvenating her within seconds.

"Oh, thanks, mate." Lorna parted her now drenched red locks. "I don't think I woulda lasted more than a few more minutes."

"No problem." the Orishan nodded as the Omnitrix timed out and returned him to his original form. "But what really concerns me is why Argost kept on saying he was after me when he's

your nemesis." he said to Zak. "I figured he would hold a small grudge against me or something for draining him of his life force and all, but he didn't seem to be after you at all."

Something's up." Lilith frowned, tapping her chin as she flexed her wings. "But what?" she wondered as Zak's right pants leg buzzed and flashed bright orange. The cryptozoologist quirked an eyebrow as he dug into his pocket and pulled out a phone with the Saturday logo on it and flickered it open, his eyes panning over a rapidly written message.

"Attack on the airship, that's what!" Zak exclaimed.

* * *

Robecca was doing the equivalent of what a normal person would have called pacing. Instead, she was flying back and forth across a specific stretch of the medical bay floor on her rocket boots, hovering a few inches above the floor as Doc Saturday tapped away at a terminal for a CAT scan that was currently being performed on the statue that had been Venus before the Chupacabras drained her of her life force.

"Nothing." Doc cursed as he banged a fist on the computer and Venus's lifeless statue slid out of the machine. "We've dealt with this threat before, and we've still haven't managed to figure out a cure for a Chupacabra bite."

"So what does that mean?" Robecca asked worriedly.

"It means unless we get really lucky, your friend will be stuck as a lawn ornament forever." Doc shook his head; the doors to the med bay slid open and Drew Saturday came strolling in wheeling a cart of odd vials and bottles filled with strange liquids and gels.

"You still believe that stuff will work?" Doc raised an eyebrow.

"It's worth a shot." Drew shrugged as she took a bottle and uncorked it, pouring the contents on Venus's head.

"At this point, I'll try anything." Robecca shook her head. "You two haven't seen Jane anywhere, have you?"

"I've busy," Doc said without looking away from his computer. "I haven't had time to look for your friend. Besides, how hard can finding a purple skinned girl on an orange airship be?"

"You'd be surprised." Robecca rolled her eyes. As if on cue, Jane dropped down from the rafters in the ceiling behind Drew, arching backwards as the later of the two quickly drew an empty hilt and held it some distance away from Jane's head, a bright, orange blade of orange energy filling the empty space and just barely touching the tip of the jungle girl's nose.

"Why are you sneaking around?" Drew asked suspiciously.

"She just does that, okay?" Robecca put herself between the two of them. "She doesn't feel comfortable in a new place until she's gather information, luv."

"So, she's a spy?" Doc frowned as he turned away from the terminal and raised his right hand, clenching it into a tight fist as it glowed an ominous orange in color.

"No!" Robecca yelled. "Geez, you guys are loonier Rook around meatball subs!"

"Sorry," Doc apologized as he deactivated his Battle Glove. "Our job requires us to always be tense and on our toes."

"Not that I don't appreciate you guys protecting innocent animals, but why go to all the trouble over a bunch of innocent animals?" Jane wondered.

"While they technically are animals, cryptids are far more deadly than your average lions, tigers, and bears."

"Oh, my." Robecca grinned. "Sorry, mates. Couldn't resist."

"Be that as it may, some cryptids posses special abilities and powers, much like Ben's aliens." Doc continued. "While they might not be able to hold a candle to a Chronosapien or To'kustar, they are highly dangerous and unpredictable creatures that could destroy humanity and the world, should they so chose. And a lot of cryptids are not fond of humans whatsoever."

"Oh, I see." Jane hummed. "So, do you ever keep any cryptids up here in the airship with you?"

"Well, we do have Zon and Komodo in addition to Fiskerton." Drew said without looking up from her work. "They're-"

"A pterosaur and mutant komodo dragon." Jane interrupted. "By the way, Komodo says his heat lamp is broken and needs someone to fix it."

"Aren't you a bit old to be playing those kind of games?" Doc asked.

"It's not a game," Jane replied. "I can really talk to animals. I can even turn into them too!"

"Yeah, and I'm Kur himself." Doc rolled his good eye.

"Dear, remember what we talked about?" Drew threw her husband a warning look.

"I'll believe it when I see it." Doc replied, just as the airship gave a sudden shudder and was tossed to one side, sending all of the living occupants in that direction; Venus remained right where she was.

"What was that?" Robecca asked.

"We're under attack." Doc frowned. "And just when I thought we could actually got a full week without being assaulted by some lunatic."

"And who is said lunatic?" Drew asked as she sat up, rubbing her head as the airship righted itself and allowed her husband to crawl over to the nearest computer and bring up the outside security cameras for all to see; a cloud of what looked like gigantic bats with large canisters in the claws were swarm ing all over the airship's outer hull and wings, dropping the canisters onto the roof and engines where they exploded open and released large groups of strange little creatures. Orchestrating the concert of mayhem, was a bizarre man with top half of his head encased in a glass dome with a pair of antennae and wearing a dark green lab coat and a sort of chest plate made out of crude kitchen ware.

"It would appear we have some kind of mad scientist outside with mutant bats of some sort." Doc replied, though utterly confused.

"Oh, ghoul! Not Animo!" Jane cried with exasperation.

"Animo?" Drew cocked an eyebrow.

"A looney mad scientist that likes to experiment on animals." Robecca summed it up when she caught sight of Jane cycling through the limited roster the Nemetrix provided. "Just out of curiosity, how much can this vessel hold?"

"Roughly fifty metric tons," Doc told her. "We could airlift a Mokele mbeme on this thing if we wanted to. Why do you ask?"

"You'll see." Robecca said with a smile on her lips as Jane selected the predator she was looking for and slapped the waiting activation button, engulfing herself in a blood red light. Her shoulders and back swelled with muscle and tissue as her bones grew bigger and bigger with a loud cracked noise. Her spine ground and cracked before splitting into a second pair right above the original, the transformation forcing it up and out from under her skin and into the open air where it quickly hardened into bony plates with two, sharp fins go outwards and another curving back. A long, bony tail whipped out from the base of her spine, muscle and tissue quickly enveloping it before skin and more bony plating covered the top, a spike forming on the end as four more,

Stegosaurus-like spikes sprouted along her tail. Her legs made a sickening, wet sound as they split in two, forming a second pair that quickly bloated with muscle and bigger bones; her toes melted together into two, razor sharp claws as her heels ground and popped out as a third claw. Her body lengthened and became segmented as her arms split into not one, not two, but three pairs whose fingers quickly fused together into two large claws. Her head bulged outwards as razor sharp fangs ripped through her gums and four, bull-like horns grew on either side of her head. The skin around her head turned a blood red as her segmented underbelly turned a light lavender with the back plates turning a dark purple. A long, hollow horn sprouted out from her skull as her nostrils enlarged, completing the transformation as the Nemetrix formed around her neck.

"That's why." Robecca smirked when she caught sight of the Saturday's startled expressions; the massive Tyrannopede that stood before her cast a quick look over itself slumped slightly; Robecca swore that it was cursing under its breath. "Didn't get the one you wanted?" she guessed.

The alien carnivore gave a low growl that the copper girl took as a yes.

"Does this happen often?" Drew asked as she pulled out her Tibetan Fire Sword.

"Pretty much." Robecca shrugged. "Though this is the first mistransformation on Jane's part. Normally it's Ben."

"Speaking of Ben, where is he?" Doc wondered.

"My best guess? Probably getting into trouble." Robecca shrugged before the door to the medical bay was blown open and a swarm of large, rat-like creatures scampered into the room, screeching loudly. "Speaking of trouble . . ." she added as she activated her rocket boots and shot up into the air as a pair of Chupacabras dove on the spot she had been moments before. Tyrannopede roared and swung her tail, unable to use her size to her advantage as she was forced to hunch over just to comfortably fit inside of the room, and took the majority of the swarm as they poured through the door in wave after wave until they were all virtually surrounded; they stood there in near total silence, with both sides starring the other down, daring them to move when they interrupted by the sound of slow clapping.

"Well, well, well. What have we here?" Dr. Animo purred darkly as he walked into the medical bay with a gigantic bat behind him; the beast was roughly the size of a rhinoceros with an extra pair of eyes underneath its fur and another pair of large ears to hear with and a large mane of dark, brown fur around its neck as it walked on its wings, obeying its master.

"Animo." Robecca frowned, clenching her metallic fists. "Nice entrance."

"You like it? I thought about being all dramatic by bursting through a wall or something, but I thought the slow clapping would really sell it." the mad doctor said.

"I was being sarcastic." Robecca frowned.

"Oh, uh, well . . . so was I!" Animo snapped angrily.

"What you want?" Doc interrupted.

"Oh, nothing less than total world domination," Dr. Animo drawled. "But I can't complete that plan without your complete list of cryptids and their locations."

"You'll never get them, you lunatic." Drew narrowed her eyes and clenched her grip around the hilt of her flaming blade.

"My dear, do we really have to resort to name calling?" Animo feigned pain. "And besides, you don't really have much choice in the matter."

"You and what army?" Doc shot back.

"Oh, you mean other than the mutant bats outside and the Chupacabras currently holding you captive?" Dr. Animo drawled; he loved toying with his enemies and was honestly having a wonderful time doing so. But unlike most other villains, he knew he had to keep it short, since it seemed that the heroes always managed to escape when the bad guys were playing with them and not even really trying.

"We could take either of them easily." Robecca smirked.

"Ah, but could you ever possibly defeat my latest creation?" Dr. Animo asked rhetorically as he snapped his fingers. The massive bat behind him chatter loudly and stepped out into the room and moved to the side of the door as a much larger figure stalked into the room, a loud clopping noise echoing off the hollow walls as an ever familiar mask caught the Saturday's attention.

"Greetings and _bienvenue_, Secret Saturdays." V.V. Argost chuckled darkly as he caught sight of Doc and Drew's shocked faces; he spread his wings out as far as they would go to make himself look even bigger as his sea serpent arm tasted the air with its tongue and hungrily trained its eyes on the small group. "It has been far too long since we've seen each other."

"Eight months, two weeks, four days, six hours, forty-nine minutes, and ten seconds." Doc frowned. "But who's counting?"

"Oh, I'm wounded!" Argost rolled his eyes sarcastically.

"Stop toying with the enemy and get them already!" Animo snapped.

"Fine, fine. As you wish, Mr. Animo." Argost obeyed.

"That's Dr. Animo!" Animo yelled.

"That's not Argost." Doc said simply, never tearing his gaze away from the mad doctor.

"What are you talking about? Of course it's Argost!" Animo yelled.

"No, it's not." the truth dawned on Drew as well. "Argost would never take orders, especially from the likes of you. If anything, you would be working for him."

"He had a change of heart." Dr. Animo said quickly.

"A change of heart? Argost?" Drew scoffed. "I'd sooner believe pigs could fly."

"He has!" Animo snapped before an idea came to him and he pulled out a small recording device. "Note to self: make pigs fly."

"No he hasn't." Doc frowned. "Now tell us what's really going on or we'll sic this . . ." he trailed off as he cast a look at the gigantic, alien predator that was currently dwarfing him.

"Tyrannopede." Robecca supplemented the word.

"Right." Doc nodded. "We'll sic this Tyrannopede on you."

"That also happens to be my ghoulfriend!" Robecca added.

Animo tapped his chin, as if actually considering their threat. "Ah, yes. I remember her. A rather unstable girl she was; the ability to change in multiple animal species at will, a rather amazing feat."

"See, I told you!" Robecca smiled.

"Not the time, dear," Drew said. "So what'll it be, Mr. Animo? Tyrannopede or truth?"

"It's Dr. Animo! _DOCTOR!_" Animo practically screamed. "DOCTOR! DOCTOR! DOCTOR! DOCTOR!"

"Yes, and I'm sure that came from an accredited university." Drew rolled her eyes.

"As a matter of fact, it did." Animo said with a cool voice and clenched fists. "And I suppose you might as well know, considering you most likely won't live that long to stop me."

"Yeah, you keep it telling yourself that." Robecca smirked.

"SILENCE!" Animo roared. "Anyways, before I reanimated Mr. Argost, after rescuing his body from the custody of the Red Spots, I placed a neural inhibitor at the base of his neck. It suppresses all movements but automatic ones, allowing me to assume control of Mr. Argost as if he were my puppet; control the Anti-Kur, and I control the cryptids, cementing my rule over the world."

"I don't like Argost as much as the next guy, and even I have to admit that's cruel." Doc said to his wife out of the corner of his mouth.

"You won't get away with this, you lunatic!" Drew snapped.

"Oh, but I think I will." Animo chuckled darkly. "Not even your shape-shifting friend can save you now. And once you are all dead and I have assumed control of the world, I may take Ms. Boolittle as my lovely assistant, maybe even my wife. With a few . . . modifications, of course." he added with a sharp toothed smile; Tyrannopede visible shuddered.

"You touch my ghoulfriend, and I will make your death slow and painful." Robecca threatened, a cloud of steam escaping out of her ears.

"Make that two of us." a deep, whispery voice chimed in as a ghostly figure phased through the floor of the airship with something very large and muscled attached to its feet The figure wavered for a split second before Big Chill appeared out of thin air with his talons on Fiskerton's shoulders, Zak and the ghouls in his strong, furry arms; the Omnitrix timed out seconds later.

"This battle seems a bit unfair." Ben smirked as Fiskerton lowered his precious cargo and clenched his mighty fists, Zak and the ghouls assuming battle positions of their own.

"Yeah! For me!" Animo took a step back. "Attack them, my pets! ATTACK!" he commanded, jamming a finger at Ben, the ghouls, and the Saturdays. Ben quickly turned on the Omnitrix and randomly selected an alien before slapping the activation button and engulfing himself in a bright, green light. He felt the skin around his skull slowly vanish, as if some flesh eating parasite were eating at it. His skull slowly turned upside down as the bones ground and shifted with a sickening sound. The teeth became sharper as new, thicker skin covered his face and his eyes molded into one. His fingers turned into dagger like claws that felt like they could slice through someone's soul. His legs wrapped around each other into a sort of ghostly tail as thick, green chains formed around his neck and wrists. The Omnitrix appeared on his chest, the chains all meeting together at the same spot as a dozen writhing tentacles suddenly spilled forth from Ben's insides. The transformation was complete.

"Ghostfreak? Perfect." the Ectonurite grinned darkly as he cracked his knuckles; Tyrannopede bellowed and swung her tail, taking out a good deal of the Chupacabras surrounding them and allowing the Saturdays to attack without incident as Drew thrust her sword downwards and level at several of the skittering cryptids and sent a jet of red, hot flame at them, scattering the little monsters in all directions as she quickly blocked a jet of fire from Argost's sea serpent arm with the blade. Robecca quickly activated her rocket boots and took to the air, blasting several Chupacabras in their faces with scalding, hot steam and smoke as Nefera unfolded her collapsible blades and dove into the battle, swinging the blades in a wide arc before she stomped her foot down and sent a few Chupacabras flying.

The gigantic, mutant bat reared up on its hind legs and screeched loudly, falling back down onto its wings just in time for Fiskerton to slug it in the jaw and then send it away with a swift kick to the gut. Before the poor, mutant creature could attempt to fight back, Tyrannopede savagely grabbed hold it with her mighty jaws, crushing one wing as she shook her head like a dog and set it flying across the room and towards Doc; the cryptozoologist drew back his right fist and swung it through the air, a large, glowing construct of a hand appearing in midair and striking the creature down to the floor where it lay, no longer able to fight. Lilith stretched her wings as far as they would go and gave them w a swift flap and took to the air for the first time as she soared over the battle, dodging any Chupacabras that jumped up at her before she reached up and grabbed a metal beam, tearing it free with surprising strength. She then dove back down and used her new weapon like a golf club, whacking Chupacabras as they came at her in the jaws and guts, sending them flying in all directions.

"Argost is mine!" Zak declared.

"_And_ mine!" Ghostfreak chimed in as he pushed away from the ground and rushed the collage of cryptid parts that was Argost as Zak charged from below him, whipping out The Claw and flicking the switch, firing off the sharp talons and wrapping it around the jaws of Argost's sea serpent mouth. "Keep him busy while I take care of something!" the Ectonurite rasped to Zak as he phased through Argost's body; he was surprised, to say the least, to find that Argost's mind never struggled against him as he effortlessly moved through his body before he finally found a small, disk-shaped device at the base of the mutant Yeti's neck. One swift movement of Ghostfreak's hand, and the device was little more than tiny particles of dust to be worried about at a later date as he phased back out through the villainous cryptid and hovered in the air as Argost blinked and gave his limbs a few stretches before a dark smile crossed his face.

"I'm free! FREE!" he cackled. "And as my first act of freedom, I shall spare Zak Saturday for the moment so that I may take care of certain _douleur dans le cul._"

"Was that even English?" Ghostfreak wondered.

"It was French, you insolent dolt." Argost frowned. "But you are the least of my problems, for the moment." Without another word, Argost yanked his arm free of the The Claw and charged at Dr. Animo, his head lowered and his sharp horns ready to gore the mad doctor.

"Save me, my pets! Protect your master!" Animo cried, shielding his face with his hands; several Chupacabras swarmed to protect Animo, their claws raised and their jaws open wide with the metallic hoses slithering out, ready to drain the misshapen monster of its life force and reduce it to nothing more than a dead body. Argost however, was not about to let the scrawny cryptids stop him from his goal and sent them scattering in all directions with a quick burst of flame from his left arm. With no one to protect him, Animo resorted to fleeing as fast as he could, only to be cut off by one very ticked off Ectonurite as he phased through the floor; Animo whirled around to see Argost bearing down on him, his fingers flexing heavily as if he were imagining the madman's skull between them. A move to his left, and he was cut off by the Saturdays and Fikserton, none of them looking happy; an escape attempt to his right was blocked by the ghouls and one seriously annoyed Tyrannopede.

"Ya got nowhere to run, ya bassa." Lorna frowned as she balled her hands into fists.

"That's what you think!" Animo grinned wickedly as he rested his finger tips on his head, the antennae crackling with blood energy before Komodo suddenly materialized out of thin air behind him and pounced on him, tearing off his antennae with one quick snap of his jaws.

"NOT AGAIN!" Animo cried as the Chupacabras paused in their assault upon the heroes and Argost, shaking their heads and flexing their arms and legs as if they were just getting use to controlling them on their own once more. "Oh, dear." Animo gulped as the Chupacabras turned their attention to him, narrowing their small eyes and snarling before they all moved as one and rushed at the mad doctor, tackling him to the floor and biting and clawing him as he screamed in agony on the floor; no one made a move to help him.

"Not what I was going for, but this works just as well." Argost shrugged, his expression blank and unwavering as his tail silently slithered across the floor of the medical bay and quietly curled around Zak's ankle. "Now if you'll excuse me, I have some unfinished business to take care of." he smirked darkly as he pulled his tail tight and tripped Zak down onto the floor; before anyone could help him, Argost had him thrown over his shoulder and had turned around on his hoof, charging away from the large group and through the wall of the airship and out into the open air.

"I really have had enjoyed our time together, but I have a schedule to keep! Ta-ta!" Argost called over his shoulder as he flapped his wings and soared away from the airship as everyone rushed over the hole to try and shoot him down; Drew clenched her grip tight and leveled the Fire Sword at the collage of cryptid parts, blasting a jet of cool, blue fire from the very tip and striking Argost between the wings, sending both him and Zak falling out of the sky.

"My baby!" Drew cried, shoving herself to the front before Fiskerton roughly pushed her out of the way and dove out of the hole and after Zak, grabbing his surrogate brothers shoulder as he fell and pulling him in tightly to his chest, curling himself up into a ball as they fell. "Both my babies!" Drew screamed. "Even Fisk can't survive that fall!"

"I'm on it!" Ghostfreak cried as he slapped the Omnitrix on his chest and was engulfed in a green light. His wrists bloated to the size of basketballs, his fingers reduced to black claws as the blubber from his hands traveled up the length of his arms, expanding and growing and swelling to massive proportions on his shoulders. His belly suddenly exploded outwards, and it would have been funny had he not had bullets shooting straight at him. His legs became short and stubby, his toes becoming bony and sharp, reduced to claws like his fingers had been. Hard plating began to pile itself up on his shoulders and his expanding hips, his entire back becoming covered in the durable armor that could withstand almost anything. His head became round like a beach ball before muscles and skin melted his face into his chest, his neck disappearing altogether. Black stripes and coloring formed over his pure white body, the armor turning yellowing as it formed on the back of his hands and shoulders. The final transformations were the sudden flexibility of his spine and the addition of the Omnitrix on his chest, a little ways below his wide mouth.

"Frankie! Charge me!" Cannonbolt yelled as he curled up on himself and began to roll in place as fast as he could; Frankie nodded and clapped her hands together, rubbing them up and down as fast as she could and building up a static charge throughout her body until her black and white streaked hair was standing up in all directions and electricity crackled along her arms and bolts. She ran up to the armored sphere that was Cannonbolt and was blasted backwards as the Arburian Pelarota shot off like a guided missile through the hole in the wall, forcing everyone to dive to the floor just to avoid being run over.

"Cannonball!" Cannonbolt bellowed as he plummeted through the air towards Fiskerton; the Lemurian spared an annoyed glance at him as he hugged Zak tighter, his eyes widening as the Arburian Pelarota unfolded himself and scooped Fiskerton and Zak up in his large arms before curling back up again and shutting himself up tight as he fell faster and faster through the air until he finally landed with a loud crash! in the road below, leaving behind a gigantic crater that stretched across the entire street; the various passengers of the airship peered out through the hole in the wall, angst and uncertainty plaguing their faces as they waited for the dust to clear.

With a pained grunt, Cannonbolt uncurled and let all four of his limbs all limp to the ground, an exhausted sigh escaping his lips as Fiskerton cracked open an eye and relaxed, uncurling his own body and letting a dazed Zak flop out onto his furry chest, the three of them utterly exhausted.

"Yes! They're alive!" Nefera cried happily.

"But they won't remain alive for long if we don't move." Doc frowned darkly as his good eye caught sight of Argost dive bombing down towards the unwary trio.

"How fast can we land?" Robecca asked urgently.

:Not fast enough." Drew shook her head.

"Screw it!" Lilith yelled from behind them. Everyone turned to see Lilith climbing up Tyrannopede's armored side and onto her neck just behind her head. Before anyone, even the massive, alien carnivore could stop her, she jammed her foot into the soft skin behind her skull-like head as hard as she could. Tyrannopede bellowed and charged forward, crashing into the Saturdays and ghouls and going right through the wall of the airship and out into the open air.

"Not your best idea, Lilith!" Lorna screamed as she tumbled.

"It's not finished yet!" Lilith yelled over the roar of the wind rushing past. "Now everyone grab hold of Jane!"

"Lilith, this is crazy!" Frankie yelled.

"Do you have a faster, better idea!?" Lilith yelled. "Now grab onto Jane if you want to live!" she snapped; no one argued and quickly latched onto any available part of Tyrannopede's body, be it her back, face, an arm, one of her legs, or even her tail. "Hang on!"

"It's not like we can do anything else!" Doc yelled as he hung onto one of the Tyrannopede's horns as tight as he could.

"Wa-hoo!" Lilith cried.

"I don't think she really cares." Drew frowned. "Prepare for impact!" she added seconds later out of sheer fright as they all tensed up at the last second just before they crashed into the ground next to Cannonbolt, Fikserton, and Zak, creating an even bigger crater than the later; the Nemetrix and Omnitrix timed out seconds later in flashes of green and red.

"Oh, everything hurts . . ." Jane moaned as she lay in the center of crater.

"Are you okay?" Robecca asked worriedly, bending down and helping Jane up into a sitting position.

"I-I'm fine," Jane shook her head. "Everything is sore and swelling, but I'll live."

"Should I get you some ice, luv?"

"Stop Argost first." Jane groaned. "Then maybe . . ." she added before going limp.

"Well, that was . . . dramatic." Drew remarked.

"Says the woman who screamed 'My babies' at the top of her lungs." Nefera scoffed.

"Ghouls? We have more important matters than that now!" Lorna yelled, pointing a finger upwards as Argost descended from the air and landed on top of a parked car.

"_Bonjour_, Doc and Drew Saturday." Argost frowned. "Wonderful marksman ship, my dear. I would be impressed if I didn't have the urge to destroy you and your son."

"Threaten her all you want, Argost, but your fight is with me!" Zak frowned as he staggered to his feet and climbed off of Fiskerton's chest; the Lemurian climbed off of Ben and offered a large hand to help him up, a kind smirk on his face for once.

"Very well." Argost huffed, folding his wings over him like a cape. "Once I have ended your meager existence, they will be next; I long to feel their bones crushed under my fists."

Zak frowned and pulled out The Claw from its location behind his back, narrowing his bright, orange eyes as he charged right at Argost, pumping his arms back and forth before he flicked the switch on the weapon, firing off the taloned end and hooking it around Argost's Yeti arm and pressed another button on The Claw, sending a jolt of electricity through the spring loaded cable; Argost howled in agony and yanked his arm back, hauling Zak along with him and whacking him in the head with his sea-serpent arm, sending him flying. The villainous Yeti pulled back on The Claw and yanked Zak along with it, slugging him in the face again and repeating the process, beating Zak senseless like a ping-pong paddle for several minutes before the cable finally snapped and sent Zak flying into a parked car, shattering the windows and setting off the car alarm.

"Zak!" Drew cried before narrowing her eyes and sending another jet of cool, blue flame at Argost; the cryptid quickly folded its wings over his body and shielded himself from the blaster before Doc rushed at him and slugged him the jaw with his Battle Glove several times before Argost grabbed him by the head with his sea-serpent arm and threw him down the round where he bounced on the pavement a few times before stopping.

"Dude, you okay?" Ben asked as he and Fiskerton rushed over to him; Drew rushed at Argost and swung her flaming blade several times in her attempt to behead her son's arch enemy while Frankie clapped her hands together and sent a blast of concentrated electricity at Argost, succeeding in frying the evil cryptid where he stood and dazing him long enough for Lorna to trip him with her tail.

"Oh, fine." Zak groaned, rubbing his sore skull. "Ugh, if we can just drain Argost of his energy again . . ."

"I could turn into Feedback again." Ben suggested before Fiskerton grunted something.

"You're right, Fisk. Argost will probably see it coming." Zak mused; Robecca gave Argost a quick uppercut to the jaw before blasting him in the face with her rocket boots as Nefera attempted to slice off Argost's wings with a quick motion of her sword, only to be knocked away by a whip of the cryptid's tail.

"I might have an idea." Ben frowned, tapping his chin. "But we'll need a distraction."

"But what?" Zak wondered.

"It might work, it might not, but it's our best shot." Ben reassured him. "Hopefully she'll be up for it." he added as he ran down the street and back towards the two craters that pockmarked the road, sliding down the side of the biggest crater and towards the center. He bent down and carefully poked Jane as she lay there, oblivious to the world as Ben gently shook her awake.

"Uhhhmmm? What?" she mumbled.

"Jane, we need you to distract Argost long enough for me to drain him of his energy." Ben explained. "Can you do that?"

"I can try." she stiffened as she leaned on Ben and climbed to her feet, rubbing her aching skull as they climbed out of the hole. Once they were on the lip of the crater, Jane turned to the Nemetrix and cycled through the roster before she found a suitable transformation and pressed the watch face, engulfing herself in a blood red light and changing her DNA. Her arms began to swell with muscles as hard, rock-like material began to appear on her thin frame, slowly making its way up her arms and shoulders before its way down her legs with a loud cracking noise. Her legs ground and moaned in protest before suddenly splitting into another pair, her bones breaking in one more place to make four, jointed legs as rock covered slowly, large spikes growing outwards from her bumpy skin. Her back swelled as the rock and muscle built up, her jaw bulging outwards as her teeth disappeared to be replaced by rocky daggers. A large, grinding noise filled the air as a massive, rhino-like horn grew from her forehead and her arms swelled, her fingers fusing together into hard, rocky tips as the Nemetrix appeared around her neck, completing the transformation.

With a low growl, Crabdozer took a step forward on her wobbly legs and nearly fell before regaining her composure and took a few more cautious steps forward before she was sure that she was sure she wasn't go to fall over and barreled down at Argost, lowering her horn as her rocky bulk rocked the city block, her stone feet pounding the pavement. She rammed her horn into Argost and sent him flying into a car, pausing to catch her breath as Argost pulled himself up and grabbed the vehicle in his sea-serpent arm and tossed it at the Crabdozer, nailing her in the face; the massive predator fell to the ground with a loud _boom!_ and lay still.

"This patchwork body does come in handy," Argost chuckled darkly as he sent another blast of fire at the heroes to hold them at bay. "What more could I want?"

"How about eyes in the back of your head?" Ben smirked as he slapped the waiting activation button on the Omnitrix, engulfing himself in a brilliant, green light and changing his DNA. The changes began almost immediately, starting his skin becoming a dark, midnight black that raced up his arms and legs and covered his face. His eyes widened into large almonds before melting together into a single, green orb. His teeth became sharp his toes all ground together into two claws. He felt an itching sensation at the base of his spine, and craned his head to watch a long, elastic-like tail stretch out behind him, a growth forming on the end that resembled a forked plug. His fingertips become hard and metallic, becoming cube shaped as muscles piled themselves on his arms and chest. Two long antennae suddenly shot out from his skull, unrolling behind him like dreadlocks as forked plugs formed on their ends. His chest and torso turned a dark shade of green as the Omnitrix appeared on his chest and a sharp, tingling feeling could be felt in his fingers.

"ARAAGH! NOT AGAIN!" Argost bellowed as the Conductoid jammed his two antennae into Argost's chest and his tail into the throat of the sea-serpent arm, siphoning off the energy coursing through Argost's body.

"Uh, _yes_ again!" Zak smirked as he climbed to his feet. "Just goes to show that no one, and I no one, messes with the Saturdays!"

"Or Ben 10 and his ghouls!" Feedback added with his ever familiar, trademark grin as Argost became weaker and weaker by the second, dropping to his knees and attempting to support himself with his Yeti arm as he withered in pain.

"This . . . isn't over!" Argost gasped. "I . . . shall have . . . my revenge!"

"I doubt that, dude." Feedback grinned a toothy smile. "It ain't over until we say it's over!"

"And as a mummy of royalty, I declare this over!" Nefera announced loudly.

"NOOOOOOOOOOOOOO!" Argost wailed as his eyes became lifeless and devoid of any emotion; his body went limp and slumped to the ground, dead.

"Oh, yeah! He shoots, he scores!" Feedback cheered.

* * *

"Are you sure this will work?" Doc wondered.

"It's not like we have a better choice." Feedback sighed; Jane lay curled up in his arms, asleep against the Conductoid's chest, utterly exhausted. Without a better idea to work with, Feedback plugged in one of his antennae into each of his petrified ghouls, jamming his long extensions into the wounds made by the Chupacabras that were currently chasing after Komodo and Zon somewhere in the hold. The Conductoid close his single eye and sent a portion of the life force he had drained from Argost into the lifeless statues of ghoulfriends, increasing the power as a loud cracking noise echoed through the room, cracks and splinters forming all along the paralyzed forms until they suddenly exploded, the rock pieces fading away into dust as the individual ghouls all sat up and stretched their aching muscles, blinking their eyes as they were utterly confused about where they were.

"Where are we?" Bonita wondered, stretching her wings.

"It's a long story, ghoul." Frankie smiled.

"If you say so." Clawdeen yawned.

"Well, dude, it's been awesome seeing you again." Feedback grinned. shifting Jane around in his arms to shake Zak's hand.

"You too, man." Zak smirked. "If you're ever in the neighborhood, drop in at anytime."

"Seeing as how you travel all around the world, that might be a bit difficult." Feedback rolled his eye. "But I just might have to take you up on that offer. he added before a loud beeping met his attention. He looked down at the blinking Omnitrix on his chest and tapped it with a plugged finger. "Hello?"

"Ben? You there?" Grandpa Max's voice came from the other end.

"Yeah, what's up?" Feedback asked.

"We've got a situation up here," Max explained. "We've caught a stowaway aboard Vandalla's ship. She wants to make her walk the plank."

"What's that mean?" Feedback wondered.

"Vandalla wants to shove her out into the void of space." Max replied.

"Her?"

"The stowaway keeps on claiming that she knows you and the ghouls and demands that she be released." Grandpa Max added.

"Who's the stowaway?" Feedback wondered.

"Some 'Toralei Stripe' or other. You know her?" Grandpa Max asked.

"Unfortunately," Feedback frowned. "Alright, don't let Vandalla have her way. But when we get back, I want Toralei in a holding cell until I can talk to her."

"That we can do." Grandpa Max promised. "See you in a few, kiddo."

**And there we go!**

**Alright, raise your head if any of you saw Toralei appearing at the end. None, maybe one person? Yeah, I thought so.**

**Anyways, that's it for now. I won't be updating this for a little bit as I have been slacking off on my other story all too often and need to catch up on it. Once that's done however, expect another update!  
**

**As always, comment, review, suggest, and request down below!**

**Hasta Luego!**


	52. A Night to Remember

**Greetings and _bienvenue_, fellow members of Fanfiction! It is I, _Creaturemaster _back with yet another chapter of We're All Monsters!**

**Now let me just say that I am a horrible keeper of promises and a wonderful lair. I said I would not write another chapter of this so I could work on my other story, and what do I do? I GO AHEAD AND WRITE ANOTHER CHAPTER! Gah! What is wrong with me!? Long story short, I felt I just had to get this out, considering what'll happened below. I'm not gonna ruin anything, so go ahead and read! Why are you wasting your time waiting for me to shut up!?**

**As always, comment, review, suggest, and request down below!**

**Onwards!**

"They should have been here by now." Driba mused.

"No, they shouldn't." Blukic argued.

"Yes, they should have!" Driba snapped.

"No, they shouldn't!" Blukic shot back as the air in front of the teleporter sizzled and crackled with brilliant, green energy and suddenly exploded. Once the light died down, ten figures stood in front of the cooling machine, a light cloak of smoke curling off their bodies as they took a short glance around.

"Welcome back, Ben." Grandpa Max smiled. "How'd things go with the Saturdays?"

"Oh, you know. Same old, same old." Ben shrugged as he shifted Jane's weight in his arms; the jungle girl had not stirred for the past half hour, blissfully unaware of what was happening around her.

"Is she alright?" Max wondered, casting a concerned look at Jane.

"Yeah, just really tried." Robecca reassured him as the copper girl took Jane from Ben's grasp rested her over her shoulder. "I'll take her to the med bay before I lie her down." she added as she activated her rocket boots and flew out of the lab and down the hall at a slow pace so as not to wake up her ghoulfriend; Venus followed after, a calculating look on her face and a somewhat mischievous smirk on her lips.

"What's this about a stowaway?" Ben asked as he watched his three ghoulfriends go.

Grandpa Max sighed with slight annoyance as he walked over to a terminal and tapped into the security feed; the screen blinked to life and showed a static image of the cargo bay before the picture became fully clear and showed a perfect representation of Vandalla's ship, the Salty Spectre. The footage remained lifeless for about a minute or so before there was any sign of movement; the heavy, algae encrusted chain of the anchor trembled slightly as something or someone made their way down towards the floor. The anchor didn't move for a few seconds, as if the figure had frozen on the spot, before the chain began to jiggle once more. The figure finally appeared after a few seconds and silently dropped down to the floor, her limbs bent and balanced on her toes and fingers with ease as she looked around, her long tail swishing back and forth with anticipation. Toralei Stripe glanced around the bay, a mischievous look on her face as she climbed back up onto her feet and slightly sneaked across the floor, eager to make trouble. She practically sashayed over to the elevator and pressed a button, her expression turning into a frown when the buttons all blinked a warning red and a key pad appeared behind an opening panel. With any hesitation, Toralei tapped a series of seemingly yet well thought out numbers before pressing the enter key. A loud siren suddenly activated, bathing the room within a bright, red light and making Toralei's fur stand on end as almost a dozen Plumbers of varying species charged into the loading bay and surrounded, leveling their weapons at the were-cat.

"She's been screaming her head off for the past hour or so." Grandpa Max added as the video feed cut out.

Ben sighed and pinched his brow. "Out of everyone from Monster High it had to be Toralei."

"Care to explain?" Max wondered.

"She's rude, obnoxious, and loves to humiliate innocent monsters for her own pleasures through various pranks." Ben explained. "In short, she's a big pain in the ass."

"Ben!" Max sounded surprised. "Watch your language!"

"Sorry. Being sent fifty years into an apocalyptic future ruled by Zs'Skayr for two months really changes a person." Ben apologized. "And c'mon, as if you haven't sworn before."

"Eh, you're right about that, kiddo." Max sighed sheepishly, rubbing the back of his neck. "So what do you want to do with her? You know her better than anyone here does."

Ben sighed and tapped his chin in thought; as much as he would like to lock Toralei in a cell and throw away the key so she couldn't mess with anyone ever again, he knew he had to be fair. Even to Toralei. "We'll ask her a few questions. And if she doesn't cooperate, I have an idea that just might work."

"You've got a devious idea, don't you?" Clawdeen grinned.

"Yes, yes, I do."

"I like the way you think." Clawdeen's grin broadened.

* * *

Toralei struggled against the energy cuffs that pinned her hands behind her back, restricting any attempt to escape; even with her advanced knowledge of escape, she couldn't figure out how to snap the energy cuffs of her. And she _really _wanted them off. Not just because they brought back unpleasant memories of her time at the pound and suppressed any attempt to cause mischief, but they were also digging into her wrists.

The door to the holding cell slid open and last people she wanted to see strolled in, casting stern and annoyed looks at her; Clawdeen sat down on the cold, metal bench next to her, narrowing her eyes and suppressing the urge to throttle the were-cat with all her strength as Ben and Vandala sat down on the metal bench across from her, the later sharpening her large sword with a whetting stone and casting a look that promised Toralei excruciating amounts of pain should she ever get the chance; Ben remained emotionless and unwavering as the doors to the cell hissed shut and locked from the outside, trapping the four of them in the room. It was nearly five minutes before anyone even seemed to breath.

"Alright, Toralei," Ben grumbled. "What's your game?"

"What're you talking about?" Toralei frowned. "I haven't done anything!"

"Except trespassing on an intergalactic head quarters-" Ben listed off.

"Stowing away on me ship!" Vandala interrupted.

"Attempted thievery and release of prisoners-" Ben continued.

"Stowing away on me ship!" Vandala interrupted.

"And attacking an authorized officer." Ben finished.

"And stowing away on me ship!" Vandala yelled, thrusting her sword forward and stopping the razor sharp blade just an inch away from Toralei's nose; another inch or so, and Toralei would have lost a nose and gained a nasty gash on her face. Ben put a calming hand on Vandala's, and the ghost pirate lowered her sword as a light pink blush crossed her face though her grip on her sword remained tight and fast.

"So what are you doing here?" Clawdeen took over questioning.

"I know my rights, and I don't have to say anything if I don't want to!" Toralei snapped. "And I don't want to!"

"I was hoping you'd say that." Ben grinned darkly in his best impression of a villain's voice he could muster as he turned to the Omnitrix and cycled through the roster before selecting the alien he desired. "I'm sure you remember Toepick?"

"No! Not him! Not again!" Toralei screamed, jumping to her feet and running to the door of the room, throwing herself against the glass in an attempt to escape. "Let me out! This is cruel and unusual punishment!" she screamed; no one heard her as Ben slammed a hand down on the Omnitrix and was engulfed in a bright, green light. His skin turned a light lavender in color, his entire body shrinking down to about half a foot tall. Ben felt an itching on his backside and craned his neck to watch as seemingly fragile, butterfly-like wings sprouted and began to automatically flap to keep his small body size airborne. His toes melted together into two small claws as white gloves appeared over his delicate fingers. His cheeks turned pink and rosy as his hair turned violet and curled back. His ears became pointed and elf like as a green and black dress covered him, the transformation complete when the Omnitrix appeared on his chest.

"Fear _rrrrrrr_ me!" Pesky Dust threatened.

Toralei blinked for a second before suddenly bursting out into a fit of laughter, dropping to the floor and writhing around in giggles as tears streamed from her eyes, her chest heaving in and out. "That-that . . . oh, my ghoul, that is hilarious! That has . . . that has got to be the least frightening thing I have . . . I have ever seen!" she gasped for breath as she dried her eyes.

"I gotta admit, matey. She has a point." Vandala added.

"Give it a _rrrrrr _minute." Pesky Dust purred as he flapped his wings and hovered over Toralei's face, a light sprinkling of dust showering down onto Toralei's face as he flew; the effects were rather quick as Toralei's laughter died down to be replaced by light snoring, a pleasant smile on her face as she dreamed peacefully.

But not for long.

* * *

Toralei smirked as she strolled down the hallway of Monster High, her sisters at her side and looking just as confident; she wore a red dress with a black underskirt and white leggings with knee-high boots with spikes on the toes and straps running up the length of her boots. She wore a leather jacket with the Monster High skullet over a blood red heart on her left breast and a shimmering, gold belt around her waist. Her sisters wore contradicting outfits that completely opposed the other as usual, dressing in a multicolored striped dress with a ragged skirt underneath that bared resemblance to a spider's web, their hair done up in luxurious buns.

On her right was Ben with a stern look on his face; he had a scar over his right eye and another on the left side of his lip. He wore a heavy, black leather jacket covered in a coat of silvery chains and a pair of fingerless, black gloves on his hands and ragged jeans with holes in the knees, along with a spiked dog collar around his neck. As they moved down the hallway, any monsters that dared to look at Toralei the wrong way were threatened by Ben with either a quick punch to the face or a quick movement of his hand over the Omnitrix; clutched tightly in Toralei's right hand as she sauntered down the hallway, swinging her hips to some invisible beat, was a black leash that was attached to a spiked collar around the neck of Gigi Grant dressed in nothing more than a skimpy bra that showed a good deal of her cleavage and her dark, pink scorpion tattoo with a black thong with gold braces around her arms and ankles.

"Toralei! Toralei!"

With a slightly irked look, Toralei turned to see a mummy and zombie running down the hall towards her as fast as they could, their backpacks slapping against their backs as they ran towards her. The mummy wore a pair of Nile blue glasses with a strip of tape down the middle to hold them together as her brown, gold, and black locks pulled back into a greasy ponytail; multiple freckles and zits dotted her face as she wore a tight, golden top with bandages across her midriff and a pair of blue pants with bandages wrapped around the ankles pulled him past her hips. The zombie had light blue hair and pale gray skin with a pair of white, horn-rimmed glasses her lazy, intelligent eyes. She wore a black and white horizontal striped shirt under a white, red trimmed, cherry-printed top. She wore a pair of deep red pants and long, knee-high, black boots.

"Stop!" Ben growled, cutting the two girls off and starring them down, practically forcing them to fall onto their backs as they flinched under his stare. "_No one_ approaches Ms. Stripe without an appointment or _incredibly_ good reason. Especially nerds like you two."

"W-we do have a good reason!" the mummy trembled.

"Eeeeaaaayyyaaiiiahh." the zombie nodded.

"And what might that be?" Ben's gaze deepened.

"W-we have her h-homework done!" the mummy explained.

"Oh, really?" Ben quirked up an eyebrow.

"Aaaiiyah!" the zombie nodded.

"You wanna know what I think?" Ben growled, grabbing the mummy by the front of her shirt and raising her off the ground with ease. "I think you're lying!"

"N-no! W-w-we aren't! W-we promise!" the mummy trembled.

"Ben, you can put Cleo down." Toralei sighed with a roll of her eyes. Ben looked back at his employer and then to the trembling Cleo in his fist before sighing and throwing her to the ground, her glasses falling off of her face and breaking in two again.

"Hand over the paperwork, nerds." Ben frowned, folding his arms over his chest and watching as the zombie picked up the two halves of Cleo's glasses and handed them to her before slipping off her backpack and digging out a stack of papers, handing them to Ben with fear. "Now get outta here before I declare wedgie season on the both of ya." he threatened, stuffing the papers under his arm and turning on the Omnitrix, cycling through the roster as the two girls scrambled to their feet and took off down the hallway.

"Run, Ghoulia! Run!" Cleo screamed, practically dragging her friend.

"Dorks." Ben grumbled under his breath as he turned off the watch on his wrist and returned to his position at Toralei's side, taking his employer's backpack from her and shoving her completed homework inside before shouldering it over his shoulder as the group continued down the hall, the students flinching and cowering under Ben's stern expression when they weren't practically worshiping Toralei.

"Toralei! Toralei!"

Ben instantly turned to the Omnitrix and slapped the activation button, the green light washing over him and changing his DNA. Ben's arms swelled as his veins popped out, alien blood coursing through them as muscles piled themselves on top of each other. His legs became muscled as he stretched upward, growing taller and taller until he was a good four feet taller than Toralei. Fur began to sprout all over his body, turning white on his chest, gut, hands, and feet, turning orange everywhere else. A few black stripes stretched across his broad back and shoulder, a handful of whiskers sprouting on his face. His eyebrows turned black and became longer as they grew up and off his head. His jaw jutted out as his teeth became sharper. His hands became larger and muscled as a single, black claw grew out of his wrist. The final piece of the transformation was the appearance of a green and black luchador outfit and belt with the Omnitrix on it.

"Lemme tell ya somethin', pathetic scum who are hardly worthy to speak to my mistress, Toralei Stripe, Most Popular Ghoul in School, Queen of all Living Creatures, and Superior Ghoul to All! Nobody talks to her without an appointment!" Rath roared as he balled his fingers into a fist and pointed his razor sharp claw at the approaching students.

"W-we do have an appointment." Frankie quivered, a stack of papers in her hands; Draculaura and Clawdeen cowered behind her.

"Name!" the Appoplexian demanded, pulling a clipboard out of Toralei's back and waiting for an answer.

"F-F-Frankie St-Stein." the young cadaver trembled.

"Lemme tell ya somethin', Frankie Stein! You have Rath's permission to approach Rath's mistress, Toralei Stripe, Most Popular Ghoul in School, Queen of all Living Creatures, and Superior Ghoul to All!" Rath yelled, stepping aside and allowing Frankie to shuffle up to Toralei, bowing before the were-cat; Clawdeen and Draculaura were prevented from coming any closer by Rath as Meowlody and Purrsephone purred and licked their lips as they narrowed their eyes as Frankie with their lips curled upwards into cruel smiles.

"What is it, loser?" Toralei frowned.

"I-I was w-wondering if y-you would like to c-c-come to my p-party?" Frankie stammered, not daring to look Toralei in the eye; the last monster to dare look Toralei in the eye ended up being compacted into an area the size of a dictionary and shoved into a locker by Four Arms.

"Mmmm, I dunno . . ." Toralei trailed off with a mocking tone.

"P-please? I-I'll . . . I'll do all your Biteology homework for a week!" Frankie begged.

"Hmmm . . . I dunno . . ." Toralei smirked.

"I'll do your Biteology and Dead Languages homework for two weeks!" Frankie one upped the deal.

"Hmmm . . . will there be milkshakes and anchovies?" Toralei seemed on the verge of giving her answer.

"Of course!" Frankie smiled.

"Alright, you've convinced me." Toralei shrugged. "But make sure that the anchovies and milkshakes are separate. And that there's chili fries and smoothies for my body guard and lots of ice cream for my sisters. And some hummus and baked pita for my slave here." Toralei purred as she pulled on the leash, yanking Gigi forward and onto her hands and knees. "Would you like, G?"

"Y-yes, Mistress." Gigi said quietly. "I would like that very much."

"Then it's settled." Toralei nodded; Frankie beamed and was about to hand Toralei one of the invitations in her hand when Rath cut her off with a growl and took the letter from her fingers, adding it to the growing stack of papers on his clipboard and marking something down with his pen. "Now if that will be all . . ." Toralei trailed off, looking her nails, a frown creeping across her face. "Oh, dear. It seems I've broken a nail."

"W-would you like us to fix it for you, Toralei?" Draculaura piped up from the back.

"Mmmm, nah. I'll get my slave to do it." Toralei waved them off as she yanked on the leash in her hand. "Slave, I wish I had a perfect manicure."

"L-like the last one, mistress?"

"Duh." Toralei rolled her eyes.

"As you wish, mistress." Gigi said quietly as she folded her arms over her chest and jerked her head downwards, a bright light engulfing Toralei's hands before it died down to reveal ten perfect manicured fingers with delicate red paint on each nail.

"Good, slave. You'll earn that party food yet." Toralei smirked when she noticed that Frankie, Draculaura, and Clawdeen were still standing there. "Are you still here?"

"D-do you want us to be somewhere else?" Clawdeen asked.

"Yes. Somewhere where I don't have to see you." Toralei huffed.

"You heard Rath's mistress!" Rath roared. "Get outta here before Rath kicks your sorry asses into next week!"

"B-but then we'll miss my party!" Frankie stammered.

"RAAAAAAAAAAGGGHHH!" Rath roared loudly. The three ghouls yelped and dashed down the hall as fast as they could, not wanting to get on the Appoplexian's bad side even further; the Omnitrix timed out seconds later, returning Ben to the world in a flash of green light.

"Losers." Ben grumbled under his breath as he slipped the clipboard back into Toralei's backpack and set it back on his shoulder. "Shall we, Ms. Stripe?"

"Lets." Toralei nodded, jerking on the leash and pulling Gigi forward. "Is there any place we have to be, Ben?"

"Other than the usual classes for the first couples of hours, you are free for the day, Ms. Stripe." Ben responded. "Shall I schedule in a shopping spree at the Maul after classes?"

"Please. And make sure to bring enough money this time," Toralei reminded him. "I don't think my slave can handle another round with the manager." she added in a haughty tone.

"This is seriously rrrrrr what you dream about?" a high-pitched voice echoed throughout the dream before sighing. "Oh, well. Time to mess things up!"

Toralei blinked and tried to find where the source of the voice was coming from, but found nothing out of the ordinary. She shrugged it off and yanked on the leash that attached to Gigi's neck, fully expecting the genie to follow without any hesitation; it then came as quite a surprise to her when she felt a tug on the other end.

"Come on, you wench." she grumbled, yanking harder and getting ready to strike the genie across her breasts again when she noticed something wrong with her. Gigi was down on the floor on her side, hacking and coughing fitfully as she clawed at her throat, blood dripping from the skin as frothy, white foam spewed from her lips. Toralei flinched with disgust as Gigi trembled some more, her eyes going mad and rolling into the back of her head as her body began to shift and contort. Deep magenta fur sprouted all over her body, as if a bomb filled with hair suddenly exploded inside of her. Her lower jaw jutted out as her teeth became sharp and menacing. The wave of fur raced over her face, covering her eyes as they suddenly vanished all together. Gigi could feel her ears disappearing as what felt like gills take their place. In actuality, they were sensitive ears able to pick up the tiniest of sounds. Her shoulders and arms swelled as her dull nails became sharp claws. Her legs twisted and formed into the hind legs of that of a dog as the black collar around her neck cracked and finally snapped under the expanding flesh.

Toralei recoiled in utter disgust as the large, voracious beast snarled and clawed at its face for a few seconds before sniffing the air and turning to supposedly glare at Toralei, her lips curling back into a deep snarl as a low growl came from her throat.

"Security!" Toralei cried.

"Yes, mistress!" Ben yelled, turning to the Omnitrix and selecting Gutrot before slamming a hand down on the activation button, engulfing himself in a bright, green light. He felt himself taller and much more muscled as gray colored fur sprouted all over his body. His face bulged forward into a pointed muzzle, lined with sharp canine teeth as a black nose formed on the end. Organs sloshed around inside him and bones crunched and ground together as he felt said muzzle split into four ways and his fingers become longer and tipped with razor sharp claws that could easily slice through most objects. His toes melted into two, large talons as a third sprouted from his heel and a long, furry tail grew from the base of his spine. A mane of fur rose from the back of his neck as spikes rose from his elbows and shoulders. A green and black suit appeared on his body with green wrists bans and a collar around his neck with the Omnitrix symbol on it.

"How dare you turn into that hideous creature!" Toralei screamed.

"I am sorry, mistress," Blitzwolfer apologized before dropping down onto all fours and stalking closer to her, his furry tail swishing back and forth as the Vulpimancer that use to be Gigi snarled and copied his movements. "But your rein of terror ends here."

"Never! C'mon, run!" she turned to her sisters only to meow in terror to find that they had been replaced by a black Vulpimancer with white stripes and a white Vulpimancer with black stripes, excess amounts of saliva dripping from their maws. Toralei looked at her surroundings, horror creeping across her face when she saw the students of Monster High slowly morphing into dogs, Loboans, Vulpimancers, even Orishans and Aguadites that towered over her and threatened to ruin her luscious, fur coat with their liquid build.

"And to top it off . . ." the voice rang out through the hallway before a light engulfed her entire head and died away; Toralei patted her face, horror creeping across her face when she felt squishy, gelatinous bumps and orbs across her skin. She rushed down the hallway, the dogs and aliens all rushing after her, snapping their jaws and barking loudly as they chased her through the hallways, the pack becoming bigger and bigger the deeper she moved into Monster High until Toralei dashed into a Ghouls Room and jammed the door shut with a janitor's mop. Her heart in her throat, she rushed over to the mirror and screamed at the top of her lungs upon finding herself covered in zits and her hair looking as if it had been attacked by a weed whacker.

"NOOOOOO!" she wailed as the restroom door came crashing down, Blitzwolfer and the Vulpimancers that used to be Gigi and her sisters at the front. As one, they all roared and charged at her, ready to tear her body to pieces and use the remains as chew toys when they suddenly stopped in midair, frozen on the spot as if someone had just hit the pause button the TV remote.

"I can make this aaaaaaaall go away." the high-pitched voice rang in the air as Toralei opened her eyes and started breathing again, not even realizing she had shut them or had been holding her breath. She looked to see in the bathroom mirror a small, fairy-like creature with rosy cheeks, dark periwinkle skin, and a green and black dress with an ever familiar symbol on it.

"Y-you!" Toralei cried, jamming a finger at the reflection in the mirror.

"Yes, that's me!" Pesky Dust chirped happily.

"What did you do!?" Toralei screamed.

"You mean other _rrrrrrr_ than turning your dream against you _rrrrrrr_ and changing it into an oh-so satisfying nightmare?" Pesky Dust drawled, a satisfying smile on his lips. "Like I said before, I can make this all go away."

"I'm sensing a 'but'. Toralei frowned.

"Correctamundo." Pesky Dust smirked. "All you gotta do is answer some questions. Simple as that."

"And what if I don't want to?" Toralei wondered.

"Then I trap you in this nightmare for a week. Once the week is over, I'll _rrrrrrr_ come ask the same question again and, should you still remain uncooperative, the cycle will _rrrrrrr_ continue over and over again until you either enter a coma and eventually die or _rrrrrrr_ cave in and tell us what we want to know." Pesky Dust explained. "Your choice."

Toralei bit her lip and glanced at the pack of alien dogs frozen in the bathroom door frame, their jaws wide open and their long, slobbering tongues lolling out past their razor sharp, saliva stained fangs; she shivered at the thought of those teeth digging themselves into her flesh, those dagger-like claws tearing through her clothes and skin and scattering her precious blood all over the bathroom walls and floors while some dramatic music no doubt placed in the background from an undisclosed location.

"Fine." she surrendered. "What do you want to know?"

"Why did you sneak onto Vandala's ship?" Pesky Dust asked, leaning against the frame of the mirror as if he were actually trapped in the reflective surface.

"I was bored, alright?" Toralei frowned. "Especially since my parents grounded me after what I tried to do during the Howliday Dance."

"You mean throwing rotten gargoyle eggs at me and Lorna?"

"Yes." Toralei bit out.

"Good." Pesky Dust nodded. "Why did you attack Hobble and Molly?"

"They were pointing blasters at me!" Toralei defended herself.

"You broke Molly's arm and _rrrrrr_ dislocated both of Hobble's legs before they managed to finally take you down." Pesky Dust frowned. "Thank goodness we had some extra tranquilizer darts from the last time Dr. Animo went to the med bay."

"Is there anything you wanna know, Fairy Boy, or can I be excused to use the nearest litter box?" Toralei snarled. "Because trust me when I say that you just about scared me shitless."

"Hey, watch the language!" Pesky Dust snapped. "Keep saying stuff like that, and I just might _rrrrrrr _trap you in here instead of keeping up my end of the deal."

"You wouldn't." Toralei narrowed her eyes.

"Try me." the Nemuina threatened; it was somewhat difficult to take the small alien seriously, but Toralei decided it wasn't the best idea to make him any angrier. "Final question. What color is my _rrrrrrr _underwear?"

Toralei blanked for a split second before answering. "You're messing with me, aren't you?"

"You should have _rrrrrrr _seen your face!" the Nemuina laughed, slapping his knee as he slumped against the side of the mirror and laughed his guts out.

"Not funny." Toralei frowned. "Now can I leave this nightmare now?"

"Fine. Party pooper." Pesky Dust frowned as he snapped his fingers and engulfed the entire world in a bright, green light that shimmered and sparkled, as if someone had dumped an entire bottle of glitter into the mix.

* * *

Toralei woke with a start, breathing heavily as sweat dripped down her face. She glanced around at her surroundings, sighing with relief when she realized that she was still in the holding cell at the Plumber Headquarters. Vandalla was holding her sides as she slapped her knee, tears streaming down her cheeks as she struggled to remain on the bench while Clawdeen had failed entirely and was rolling around as she beat her fists on the floor in a fit of giggles; the Omnitrix timed out seconds later and returned Ben to the world in a flash of light.

"What the- what did you do to me!?" Toralei demanded to know as she managed to climb to her feet and back onto the metal bench, her face turned into a deep scowl as a light blush of embarrassment crept across her face.

"You mean other than doing things the hard way?" Ben cocked an eyebrow. "BTW, Vandala and Clawdeen got to see everything."

"WHAT!?" Toralei practically screamed.

"Ghoul, you have one sick mind." Clawdeen shook her head. "Cleo as a nerd is one horrifying image to see."

"Aye, not to mention how ye portrayed Gigi, you scurvy dog." Vandala spun her sword in her hand and around her back before jamming it at Toralei's face and leaving just an inch of space between the sharpened blade and the were-cat's face. "As punishment for stowing away on me ship and portraying my fellow ghoulfriend, you will be scrapping off the barnacles of me ship, washing the anchor, and swabbing the poop deck. Savy?"

"You can't tell me what to do!" Toralei fought back.

"Actually, we can." Ben frowned. "Seeing as how you broke several laws, you are now in our custody to serve your time as we see fit. And seeing as how you stowed away on Vandala's ship, you'll be the one to clean it and serve the crew while they a well deserved vacation when you aren't seeing to Molly and Hobble's every care and need."

"NO!" Toralei wailed miserably.

"Yes." Ben announced firmly. "And if I hear any complaining from Vandala, her crew, or the injured Plumbers, we'll take another trip into that head of yours and turn it upside down, if you catch my drift."

"Fine." Toralei gave up, slumping against the walls of the cell.

"Good." Vandala smirked as she took off her captain's hat and pulled out a chisel from within. "You can start with the barnacles." she smiled as Ben pulled a remote out of his pocket and pressed a button, releasing Toralei of the energy cuffs as Vandala handed her the chisel; the were-cat grumbled under her breath as the doors unlocked and she made her way down the hall as two heavily armed Plumbers appeared on either side of her and walked her towards the loading bay; Vandala set her hat back on her head, pecked Ben on the cheek, and floated after her, a devious smile on her lips as Aye phased through the floor behind her and clapped his tentacles happily.

"That was fun." Clawdeen smiled as she wiped her eyes and climbed off the floor, her breathing finally having returned to normal.

"Thanks," Ben simpered. "Did I mention that I love to hear you laugh?" he added.

"Aw, your just saying that." Clawdeen flushed a light mahogany as Ben wrapped his arms around her and pulled her close.

"I wouldn't say it if I didn't mean, now would I?" Ben replied.

"True." Clawdeen blushed further. "Now you gonna kiss me or what?"

"I knew I fell in love with the right ghoul." Ben smirked as Clawdeen hugged him, resting her head on his chest; she sighed happily as Ben rubbed his hand up and down her back, a slight purr that sounded more like a growl escaping her lips as she was petted. She moved her head off of her chest and edged her lips closer to Ben's, her blush getting deeper as Ben rested a hand on her cheek and pulled her closer, bringing the both of them together. Ben couldn't believe how soft Clawdeen's lips were, almost like silk, as he passionately kissed her, not even minding the slight grazing he felt when her fangs brushed against his own. Clawdeen was an utter amazement as she felt her hands up and down Ben's strong arm, playing with his muscles as she slipped her hands under his shirt and ran them against his rock hard chest. She could just barely feel Ben sliding his hands down her back, rubbing them across her ass without hesitation, a move that surprised and intrigued her as they finally parted away.

"You just love playing with danger, dontcha?" she smiled, resting her head on his chest once more.

"I eat danger for breakfast." Ben joked. "And speaking of eating, I hope you're hungry for tonight."

Clawdeen cocked an eyebrow. "Tonight? What's happening tonight?"

"You remember the time I acted as Casta Fierce's bodyguard?" Ben said. "It turns out that money is identical to the money in my dimension. Meaning, I can exchange said money for proper currency and then take all of you wonderful ghouls out to dinner."

"Why?" Clawdeen wondered. "Not that I'm not looking forward to it."

"I realized a while back that I haven't actually taken any of you on an actual date." Ben replied. "It's either been a dance together, a trip to lunch that's been interrupted by a crime, or a movie at Spectra's house."

"Where we goin' then?" Clawdeen asked.

"Well, considering you really don't have anything but the clothes off your back and limited money to buy more with, it'll be something rather casual. Any preferences?" Ben asked.

"Any place where I can get my claws on some good meat." Clawdeen shrugged. "Knowing the others though, finding a place might be a bit difficult."

"You insult me with your lack of faith in my capabilities." Ben cracked. "Just spread the word and be ready by seven."

* * *

Skelita hummed tensely as she ran a comb through her marigold and black locks, the cool, night air whistling through her bones and ribcage; it tickled slightly.

"Nervous?" Ben wondered.

"_Si._" Skelita admitted.

"_No te preocupes._" Ben smiled as Skelita's eyes widened and she threw her skeletal arms around him in a tight hug.

"Since when have you learned Spanish?" she wondered.

"When you turn into a luchador Appoplexian enough times, you pick up the lingo a little." Ben smiled, returning the hug.

"Why're we waiting?" Spectra wondered, phasing out of the ground next to them. "I thought you had a driver's license?"

"I do," Ben nodded. "But it only can hold about five people. Last I checked, there were eighteen of us."

"So how are we getting to the restaurant then?" Twyla asked, melting into existence from Nefera's shadow; the mummy was wrapped u in the embrace of an all too eager Whisp as Gigi floated nearby on her wispy tail, ready to pry Nefera lose should her sister get too cozy for comfort.

"Rook's giving us a lift," Ben replied. "He and Rayona are going to the amusement park at the pier."

"Are you sure letting Rook go to an amusement park is a good idea?" Frankie wondered.

"Other than the slight chance he might get hooked on cotton candy or something like that, I doubt it's something to be worried about." Ben shrugged it off. "And if things get crazy, he or Rayona can always call us." he added as the Proto-TRUK came up the street and parked in front of Ben's house; Rook and Rayona waved from the front seats as the back doors popped open.

"All aboard." Ben directed the ghouls towards the vehicle.

"I do not believe we are anywhere near railroad, Ben." Rook noted.

"I believe it is an earth expression, Blonko." Rayona replied. "Although I am curious as to why your partner is taking so many girls with him on his date."

"It is a polygamous relationship." Rook told her before catching sight of Venus kissing Robecca on the cheek and taking Jane's hand in hers. "There may also be some attraction to other girls as well within the relationship." he added as Avea ducked beneath somewhat low frame of the back door and stood rock still in the middle of the floor as Jane morphed herself into a small, Capuchin monkey and bounced off of the hybrid's back before jumping onto Venus's shoulder; Bonita and Gigi closed the doors behind them, the genie glancing nervously at the inside space of the vehicle until Whisp gave her a reassuring squeeze before returning her attention to Nefera.

"Hey, Rayona. Looking forward to another date on Earth?" Ben greeted Rook's girlfriend.

"I am." she nodded. "I can only hope that it will end better than last time."

"Why? What happened last time?" Spectra asked, sensing a good story.

"Relax, Spectra. It was already all over the news." Ben calmed his ghoulfriend. "Harangue reported about it, but it was on the news."

"I can't stand that guy." Spectra huffed. "He gives reporters a bad name. I wish I could take him down a few pegs."

"I think you already did that when you hit him into the river," Ben grinned. "Nice hit by the way, Jane." he added; the monkey chattered happily and gave a thumbs up.

"But what happened?" Spectra pressed.

"Long story short, Attea and Looma came back trying to claim Bullfrag and Four Arms as their husbands while I was on a date with Ester." Ben explained. "Now they don't want anything to do with me and, as far as I know, are currently trying to obliterate the other with their private fleet."

"Seriously?" Clawdeen raised an eyebrow.

"Yep." Ben nodded. "That's part of the life I lived before I met you ghouls."

Ben? If I may interrupt, there are some questions I would like to ask you." Rook cut in from the front seat, turning the Proto-TRUK around a corner and halting at a stoplight.

"Ask away, dude." Ben leaned back in his seat.

"Very well. Considering you went on a date to the Bellwood Pier and Amusement Park with Julie Yamamoto, what do you recommend me and Rayona do there?" Rook asked as the light turned green and he drove forward, turning a right and speeding up to the appropriate speed limit.

"First, don't get attacked by a Galvanic Mechamorph." Ben said with a deadpanned tone.

"I can only assume that you are being sarcastic and that you are also referring to Ship?" Rook guessed.

"Yep." Ben nodded. "Anyways, I'd start off with some food and then go for some carnival games. You know, win Rayona a stuffed duck or something."

"Interesting." Rook mused as he stole a quick look at his girlfriend to see how she was reacting to the suggestion; she didn't seem to hear as she was taking in her surroundings with a look and stature that was usually reserved for some children. "Anything else?"

"If some sleazy and cheap game owner cheats you outta your money, beat him at his own game," Clawdeen piped up with a memorable smirk on her lips. "And before the park closes, go on the Scaris Wheel."

"I believe it is called a Ferris Wheel." Rook corrected the werewolf.

"Not where I'm from." she grinned.

"Ah, yes. I remember." Rook nodded before he stepped down on the brake and eased the vehicle to a halt. "We are here." he added.

"Thanks for the lift, Rook. We'll call you if we need a lift back home." Ben said as Gigi popped the back doors open and practically threw herself out into the open air as Avea carefully backed herself out of the back of the Proto-TRUK with Bonita directing her out; Jane shifted in a small sparrow and flew out of the vehicle, flapping her small wings before resting on Venus's head when she had emerged ou into the open air.

"Good-bye, Ben. I hope you are successful in your dating ritual." Rook said once he was sure all the ghouls were out of the Proto-TRUK.

"Uh, yeah. You too." Ben smiled somewhat awkwardly before the Proto-TRUK drove a distance down the road and suddenly morphed into its spaceship form with a swift and loud clanking of machinery before it blasted off into the night sky, becoming little more than just a blip on the horizon. "Geez, talk about an exit." he shook his head before turning to his ghouls. "Shall we?"

"Definitely." Frankie nodded. "I'm so hungry!"

Ben shook his head with a smile and took her hand in his and Spectra's in the other and led the both of them towards the entrance of the restaurant with the other ghouls following closely behind; the restaurant had a brick exterior with a small plaza outside decorated with some tables sheltered by umbrellas for customers that wished to eat outside. The building itself was considerably large and had a slanted, green roof with the company's logo on the front above the doors.

"Pakmar's Intergalactic House of Everything?" Lorna read the name of the restaurant aloud.

"Correct me if I'm wrong, Ben, but doesn't Pakmar hate you?" Lilith wondered. "Especially after you destroyed his Bomb Store?"

"Yeah, but he's never been willing to turn down a customer. Even me, when I actually want to buy something." Ben replied. "And right now, I would like to buy you lovely ghouls some dinner."

"Fair enough." Avea shrugged. "I just hope they make chairs for centaur hybrids." she added as Ben grabbed the handle of the door and held it open for all seventeen of his ghoulfriends, entering the restaurant himself once they were all through.

"Good evening, ladies. How may Pakmar serve yo-" Pakmar recited in a mannered voice before he recognized Venus, Robecca, and, to a lesser extent, Jane. "Oh, no. No no no no no no! Not you!"

"Yes, it's us, Mr. Pakmar." Venus waved politely. "I see you started a restaurant after your bomb shop blew up."

"Yes, and you are not welcome here!" the diminutive alien snapped angrily. "Wherever you three are, there is Ben Tennyson!"

"Present!" Ben waved as he pushed himself to the front of the group.

"Get out of Pakmar's restaurant!" Pakmar roared at the top of his lungs.

"Hey, chill out." Ben said in what he hoped was a calming voice. "We're just here to eat, nothing more."

"No! You leave Pakmar's restaurant before you ruin it! Like always!" Pakmar yelled; it was hard for the ghouls to take him absolutely seriously, considering his height and high-pitched voice.

"C'mon, what are the odds that I'll destroy your restaurant?" Ben wondered. "Seriously, how could I possibly get into a fight just trying to eat dinner?"

"Pakmar's answer is firm!" Pakmar huffed, turning up his nose and folding his arms over his chest.

Frankie rolled her eyes and bent down so that she was around the same height as the diminutive, little alien. "Please, Mr. Pakmar? We promise not to break anything." she pleaded. "And if we do somehow manage to break anything, me and the ghouls will work as waitresses for you until all the damages have been paid for."

Pakmar tried to remain stern, but with the combination of Frankie's sweet, pleading eyes and the idea of such beautiful girls working for him, drawing in more customers and thus more money, was slowly eroding away his nonindulgent exterior. "Ugh, Pakmar know he will regret this." he sighed as he fiddled with his black tie and cummerbund. "Right this way, Ben Tennyson and friends."

They were led through the maze of tables and chairs, a considerable amount of them filled up with not only regular Bellwood citizens, but also a substantial amount of aliens from Undertown and the surrounding area; while no one really gave the rather large group a passing glance, there were some whispers when they walked by and finally stopped at row of three tables that would each normally sit six people each. Put together however, and they sat all eighteen of them with Ben sitting at one end of the row and Avea taking the other end due to her unique body structure, leaving the ghouls to find their own seats between them.

"Ben Tennyson's waiter will be with him momentarily." Pakmar bowed before backing away, grumbling under his breath about how he was getting too old for this kind of thing.

"Thanks, Pakmar!" Whisp giggled before latching onto Nefera's arm once more, resting her head on her shoulder as the mummy sighed and took a look at the menu, scanning over the list of choices. "What are you gonna have, Nefera?"

"Hmmm, I dunno." the mummy tapped her chin. "Any suggestions?" she asked before she immediately regretted it.

"Ooh! How about the Caesar Salad and soup!" Whisp decided. "With a side of tentacles!"

"Tentacles?" Nefera cocked her eyebrow, peering down at the menu with disbelief.

"This is technically an alien restaurant, Nefera." Ben spoke up. "They're bound to have some alien delicacies here, which apparently includes tentacles."

"Aright. Might as well give it a try." Nefera sighed Whisp happily squeezed her shoulder. "It's pretty close to calamari anyway."

It was at that moment that their waiter arrived with a slightly nervous expression on her face. She was a short, human girl whose height was so short that she wouldn't have even reached Ben's chest should he have been standing up. She had silky, black hair and pale, almost white skin that really brought out her dark, green eyes. She wore a pair of black pants and a red vest with gold trim and black straps around her shoulders with brass buttons on the open vest.

"G-good evening, m-my name is Azami." the short girl trembled slightly. "C-can I st-start you off with a f-few drinks?" she asked politely.

"Good evening, Azami." Jinafire greeted the waiter politely. "I would like some of ice tea, please."

"I'll take some tea, too." Robecca chimed in. "But can I get some ginger tea, if it's not too much trouble?"

"S-sure." Azami stammered, pulling out a notepad and scribbling down the orders. One by one, the ghouls all ordered their drinks, usually ordering a simply soda, glass of water, or a unique alien drink on Whisp's part. The waitress now seemed to be little more than a nervous wreck as she finally made her way over to Ben. "A-and what will you have, sir?" she asked.

Ben tapped his chin thoughtfully as he glanced over the drinks menu. "First off, you can just call me Ben. Second, I think I'll order a glass of lemonade, if you don't mind."

"Y-yes, Ben." Azami wrote down the order before a thought occurred to her. "You aren't the f-famous Ben 10, are you?"

"Guilty." Ben shrugged with a smile, lifting his wrist up to show the Omnitrix.

"I-It's an honor!" Azami stammered, attempting to get down on her knees and bow down before she thought that it was ridiculous and seemed caught between trying to shake his hand and trying to give him his personal space. "I-I'm terribly s-sorry, Mr. Ben 10, s-sir. I-I'll . . . I'll just . . . g-go get your drinks!" she said quickly before scrambling to her feet and scampering off.

"What was that all about?" Lilith wondered.

"Probably her first day on the job." Twyla guessed, feeling more comfortable in the darkest corner of the table that was available. "We should give her a good tip."

"I'll make a mental note." Ben nodded as Azami wandered over to another table where a couple had just taken their seats near them and were glancing over the menus.

"Sparkling mineral water for the both of us, and don't skimp on the ice." the man said curtly without even looking up from his menu; Azami wrote the order down and made her way towards the kitchen.

She came out of the kitchen a few minutes later on wobbly feet, carrying a large tray of drinks with one hand as she tried to balance herself. She slowly made her way over to their table, practically dancing on her tiptoes as she tried to avoid colliding customers with the tray. She was nearly to her table when she suddenly tripped on the rug and sent the tray flying right at Ben and the ghouls; Ben instinctively slapped the Omnitrix and engulfed himself in a bright, green light, changing his DNA at the molecular level. First was the light covering of light and dark blue fur. It covered his whole body as he shrunk down to the size of a large bulldog. He was forced to hunch forward as his spine arched that way, a long tail sprouting from the base of his spine. His arms became thin, yet strong, designed to pull himself up and down, left and right, and whichever direction he pleased. He lost two fingers on each hand, but gained a second pair of similar arms that split out from his sides, thankfully already covered in skin and fur. Three pairs of green eyes appeared on his face as the fur on his head was flipped up and back. His jaw jutted out in an ape-like fashion as two, sharp canine teeth poked from his bottom lip at the corners of his mouth. Two green sashes appeared across his chest like an X with the Omnitrix symbol in the center, finishing the transformation.

"Heads up!" Spidermonkey chattered as he shot out a glob of webbing from his tail that attached itself to the front of Azami's vest, pulling her back up onto her feet as the Arachnichimp quickly jumped out of his seat and caught the large tray before dashing all around and on the table to catch the falling drinks, each one landing safely on the tray without spilling so much as a drop of their respective liquids. Once he was sure that everything was secure, Spidermonkey handed the tray back to Azami and jumped back into his seat as the Omnitrix timed out.

"Th-thank you." Aazami stammered, her face flushing with embarrassment.

"No problem." Ben waved it off as Azami gave the drinks to their respective patrons; Jinafire was given a teapot that she quickly heat up with a short blast of flame from her lips. "So, is this your first night?"

"Y-yes, Mr. Ben 10, sir." Azami nodded her head.

"Please, just call me Ben." he said. "And don't worry about it. The first day's always the hardest; it'll get easier as you go on."

"Th-thank you, Ben." Azamai said quietly, pulling out her notepad again. "May I take your order?"

"I'll have the Caesar Salad and soup with a side of tentacles, please," Nefera ordered. "And my, uh,

friend, will have the same thing."

"With extra croutons!" Whisp added.

"Right, with extra croutons." Nefera agreed.

"Would you like any kind of sauce with your tentacles?" Azami asked.

"Do you have any ketchup?" Whisp asked kindly.

"Yes, we do." Azami nodded.

"Then I'd like some please!"

"I'm sorry, but do you have any hummus and baked pita?" Gigi wondered. "You seem to have a lot of exotic foods."

"Yes, we actually do." Azami allowed a small smile. "Mr. Pakmar wants to cover as many palettes as possible, what with the various races the universe has to offer. Would you like some?"

"Yes, please!" Gigi grinned happily as she folded up her menu. One by one, the ghouls all ordered various dishes, with Robecca ordering a simple meal of xeno-fish and chips and Clawdeen giving Pyroxivore steak a try, claiming it shouldn't taste too much different than regular steak; Jane ordered a simple palette of exotic fruits with extra dried mangoes and Venus simply asked for the lights on her side of the table to be turned up brighter if it was possible and a bowl of whatever was in the compost pile out back. Azami was about to take Lorna's order when the freshwater monster was interrupted by a loud snapping noise; the entire table turned to see where the noise was coming from and found it was the man of the couple that had taken a seat near them, an irked look on his face.

"I'll be with you in a moment, sir." Azami said politely before returning to Lorna and taking her order of seasoned lamb chops with french fries on the side. She about to take Skelita's order when the loud snapping of the man's fingers interrupted them once again. "Please be patient, sir." Azami said politely, though the ghouls could easily tell that her patience was starting to wear thin. The waitress then successfully managed to take Skelita's order of tacos, Frankie's order of pepperoni pizza with extra cheese, and Bonita's request of one of the old aprons in the kitchen when the man interrupted them a third time; Azami sighed and excused herself from the table, promising to come back to complete their order as she strolled over to the couple's table with a strained smile on her face.

"Yes, sir?" she asked.

"Alright, toots. What do you people have to eat?"

Ben narrowed his eyes as he watched Azami list off the restaurant's specials and the staffs recommendations and Pakmar's favorite dish, none of which seemed to please the man in the slightest. "Never mind, toots. Just bring us an appetizer. And where are our drinks?" he added.

"My apologizes, sir. We are rather busy at the moment." Azami apologized. "As for the appetizer, do you have any particular dish in mind?"

"Whatever is the most popular." the man frowned. "Now go get our drinks!"

"Yes, sir." Azami nodded as she moved away from the table and returned to Ben's table. "I'm sorry about that. Now, what would the rest of you like to order?" she asked with a slight edge in her voice.

"I'll take the crab legs, me hearty!" Vandala laughed as she swung her sword in the air, forcing Azami to duck to avoid getting hit by the blade. "Sorry about that, matey. Sometimes I get a little to excited." Vandala apologized.

"No worries. Considering the unique clientele we serve, I'm learned to dodge things worse than swords." Azamai smiled. "Anything else you'd all like?" she asked before an ever familiar snapping caught her attention.

"Hey, waitress! Why ain't you getting our drinks!?" the woman spoke up with annoyance in her voice.

"I will get them momentarily, madame." Azamai said through gritted teeth. "Please hold on for another moment." she said before returning to Ben.

"I guess we'll start off with some chips and salsa." Ben shrugged.

"Would you like that served before or with your meal?" Azami recited.

"Whenever you can." Twyla piped up. "With that rude couple consuming all of your time, I don't think you'll have much of a chance to bring it to us upon request."

"Waitress! Get our drinks!" the man demanded. Azami sighed, thanked the ghouls and Ben, and made her way to the kitchen; the couple were frowning deeply and drumming their fingers on the table as Azami came out a few minutes later with twin glasses of mineral water filled to the brim with crystal clear ice. The couple roughly took their glasses from Azami and took a single sip before doing a spit take all over her front, shoving the glasses back at her.

"What is this!? Did you get this putrid mixture from the tap!?" the man growled.

"And mine has too much ice in it!" the woman screeched. "Take it back, and do it right!' she demanded. Azami could do nothing else but take the glasses and head back to the kitchen, coming back out with a basket of tortilla chips with a side of spicy salsa.

"Your chips, Ben." Azami said politely as she set the chips down in the center of table, water dripping from her uniform.

"Here, girl. Clean yourself up a bit." Clawdeen told her, reaching into her purse and pulling out a small towel that she handed to the grateful waiter.

"Thank you." Azami said before a loud snapping caught her attention; with a defeated sigh, Azami handed the towel back to Clawdeen and made her way back over to the couple's table.

"Yes, sir?" Azami recited.

"We're ready to order, toots." the man frowned.

"Geez, talk about rude." Bonita whimpered slightly when she caught sight of Azami's tired look; the poor girl must have just started tonight and was already exhausted thanks to the one couple practically working her to the bone and seeming to take every opportunity available to make her job miserable.

"Was I always like that?" Nefera asked.

"Unfortunately." Frankie sighed unhappily. "Does this happen a lot? I haven't really been to a lot of restaurants, considering I've only been alive for about a year and a half."

"Normally, no." Gigi shook her head. "But in my previous line of work, there was always a couple bad eggs. I can only assume that the same applies to restaurants and their clientele."

"And she's still taking their order!" Spectra noticed worriedly.

" . . . I want my salad made out of leaf lettuce without any spinach of any kind in it, and I want the tomatoes and croutons off to the side, and with the ranch dressing separate. For my soup, I want it made at exactly eight-eight degrees, no hotter or colder. And I don't want any turkey, beef, or ham in it, strictly chicken . . ." the woman rambled on as Azami did her best to keep up.

Ben frowned. "If this keeps up, it's gonna take until the next ice age before we even get our order to the kitchen!"

"Maybe it won't take that long," Bonita said hopefully. "Maybe they have some Kinecelerans as waiters or cooks?"

" . . . the steak should be cooked to an absolute perfection of medium rare with the most expensive spices you have on hand without any salt, pepper, dill, garlic, or parsley of any kind-"

"What kind of spices would you like then?" Azami asked politely.

"Whatever is the expensive! And don't interrupt me!" the man snapped. "And for my side, I want my grilled Methanos tubers grilled to perfection with any grill lines on them at all."

"So, you don't want them grilled?" Azami cocked an eyebrow.

"Yes, I want them grilled! I just don't want them with the grill lines!" the man snapped.

"B-but, that's not possible!" Azami protested.

"Of course it is!" the man growled. "Now back in the kitchen before I report this to your manager. And where are our drinks!?"

"I will be back right away, sir." Azami said quickly.

"You better." the woman threatened as she sulked on the table, neither one looking pleased whatsoever; any other table within the vicinity pretended not to notice, though Ben could see the sympathetic looks they gave Azami as she made her way back towards the kitchen.

"This is gonna be a long night." Ben sighed.

* * *

It was roughly an hour before Azami came back with their food, having to make four trips just to bring them all their food, of which they were grateful to her; the rude couple that Lilith had dubbed "Satan's Customers" had gotten their meal roughly around half an hour before them, and were just starting to sample their meals with disastrous results.

"Hey, toots!" the man snapped his fingers loudly.

"Yes, sir?" Azami sighed, trying to force a smile on her face.

"My steak is too cold! What are you people doing it back there, dipping it in molten lava?" the man frowned.

"No, sir, we only do that upon request." Azami apologized. "I'll take it back and have it cooked longer."

"And my soup is too hot!' the woman added. "What kind of knuckleheads do have cooking back there!?"

"Pyronites, madame. They can not exactly control how hot they cook the food." Azami replied. "Shall I take it back and have it cooled down?"

"Yes." the woman frowned, practically shoving the bowl into Azami's hands. "And my water doesn't have enough ice! Get more!' she added gruffly before returning to her salad as Azami made her way back to the kitchen; Ben noted with annoyance that the woman dumped her tomatoes and croutons and drowned the whole thing in ranch dressing when she ordered it all to be separated from each other while the man drummed his finger impatiently on the table.

"Anyone else seriously contemplating on beating the ever living crud out of them?" Whisp frowned as she slurped up one of her tentacles; everyone raised their hands before quickly dropping them so the rude couple wouldn't notice them and get suspicious.

"As much as I would like to go Humungousaur on their butts, we can't attack them for no reason." Ben frowned quietly. "Other than being beyond rude, they haven't done anything wrong legal wise."

"Darn it." Vandala snapped her fingers wistfully before an ever familiar snapping noise caught their attention. "And the couple strikes again." Vandala frowned darkly as Azami left a freshly seated trio of aliens from Undertown to see what the couple wanted now.

"What's taking so long, toots? Why aren't you getting our meals?" the man frowned.

"I'll check on them when I make my next trip to the kitchen, sir." Azami promised.

"No, you'll go get them now! Don't make me talk to your manager about this." the man threatened; Azami yelped and scurried back to the kitchen as fast as she could, coming back out seconds later with a steam steak and bowl of soup in her hands.

"'bout time." the man frowned. "And I didn't get any ketchup with my Methanos tubers." he added.

"I'm sorry, sir?" Azami asked confused.

"I wanted ketchup for my tubers, toots."

"I'm sorry, sir, but we only bring that out if it's requested." Azami apologized. "Mr. Pakmar says it's a waste of money."

"Are you smart-mouthing me?" the man narrowed his eyes at the short waitress.

"N-no, sir." Azami gulped.

"Then go get me some ketchup!" the man demanded.

"I-I'm sorry, sir, but I can't go against my managers orders." Azami gulped.

"Whatever happened to, 'The customer is always right', hmmm?" the man frowned.

"And my water doesn't have enough in it!" the woman chimed in. "And my soup has turkey in it! I specifically asked for no turkey! Take it back, take it all back and do it right!" she screeched, shoving her entire meal with the exception of the salad at Azami. The short waitress gulped and nodded, quickly making her way back towards the kitchen before the man snapped his fingers again.

"Where do you think you're going?" he frowned.

"T-to the kitchen." Azami replied.

"You're supposed to be getting me ketchup." the man growled.

"I-I'll get some from the kitchen." Azami promised.

The man suddenly looked over at Ben and the ghouls; several of them flinched upon being sighted Jane suddenly morphed into a parrot and flew over to Ben's shoulder, cowering behind his head with her head under her wing. "Those girls have a ketchup bottle," he said, jamming a finger at them like a prosecutor would at a guilty defendant. "Just borrows theirs. It'll save you another trip to the kitcehn; if you were smart, you would have thought about that, hon. But then again, you Asian types never really were too bright to begin with." he chuckled at what he thought was a funny joke.

The ghouls and Ben all shared looks of annoyance. "C'mon, girls, be a good sport." the man beckoned to them with a finger. "Bring some of that over."

Whisp grabbed the ketchup bottle and held it protectively to her chest without letting go of Nefera; a quick snap of her Nefera's fingers summoned Jane to land on the floor in front of the table before she morphed into a large, saber-toothed tiger, a deep growl escaping the extinct carnivore's lips.

"Get your own." Whisp hissed; the couple leaned back, clearly intimidated.

"Call of your mangy mutt." the man demanded.

Jane snarled and shared a look with the table of ghouls before Venus and Robecca got out of their chairs and stood on either side of their ghoulfriend, a cloud of steam escaping Robecca's ears as two, long vines sprouted out from Venus's palms, the tips igniting as she narrowed her eyes at the couple. "Make us." she hissed.

With the couple thoroughly frightened, the ghouls returned to their seats and went back to eating their meals, making small talk between mouthfuls of their food; Azami quickly made her way back towards the kitchen and opted to remain behind its secure doors before she could be belittled for another round.

"That's showing 'em." Twyla smiled between bites of juicy strawberries; they were really the only food other than nightmares that allowed Twyla a full nights of sleep without having serious stomachaches or ending up in the bathroom the whole night.

"And talk about racist." Ben frowned. "I mean seriously, they have no problem with coming to an alien-owned restaurant surrounded by customers and staff that are aliens, and yet he decides to pick on the one human waiter I've seen so far? Geez." he rolled his eyes as Azami came back out of the kitchen with the soup and glass in hand, setting them down on the table and turning on her heel to see if Ben and the ghouls needed anything before the woman cut her off.

"This still is cooked properly!" the woman shouted, spitting out a mouthful all over Azami. "What is wrong with you alien freaks? If you're so technologically advanced, why is it so hard to make soup at a proper temperature!?"

"Those two give humans a bad name," Avea grumbled under her breath. "Well, them and Harangue."

"And my glass is wet!" the woman continued. "There's water all over the sides! Did you give me a wet glass on purprose!?"

"That's it, toots," the man slammed his hands down on the table and stood up. "We've had enough of your screw ups. Expect to hear from your manager about this!"

"I doubt we'll ever come here again!" the woman yelled indigently. "And I'll make sure you'll never work here in this town again!"

"You people are complete idiots!" the man berated. "And you have some of the biggest freaks for customers here! Especially them!" he added, jamming a finger at the ghouls.

At this point, Azami had fallen to her knees and was sobbing uncontrollably, crying in some foregin language that the rude couple took as to be some form of bounderish swearing, at which they yelled louder and louder, insulting her and berating her with all they were worth; the patrons at the surrounding tables finally had enough and got up in midmeal to leave, grumbling under their breath as they walked, flew, oozed, and slithered towards the door.

A loud bang and crack suddenly echoed through the entire restaurant, bringing everything to a standstill; everyone but Azami turned to see Ben hunched over the table with his fist in his plate of spaghetti, marinara sauce splattered everywhere with the plate in pieces beneath Ben's fist. "I came here to eat, not to watch an innocent waiter get belittled by the worst humanity has to offer." he said in a low voice.

"You know it's highly unintelligent of people to refer to themselves in the third person." the man narrowed his eyes at Ben.

"I wasn't talking about myself." Ben moved away from the tables and marched up to the couple; Jinafire excused herself from the table and followed Ben, kneeling down next to Azami and comforting her, talking to her in the tongue the short waitress was using. "Ever since you got here, you've been nothing but abusive to her! Constantly snapping your fingers, taking forever to decide, giving her complex and meticulous orders, ordering stuff on the side only to dump it right into the food, sending your food back over and over and over again, delaying our meal, and then insulting and threatening her without any hesitation!" Ben yelled. "The only civil thing you've ever dine this evening is decide to leave and never come back!"

The man beat a fist against the table and stood up to his full height, standing a good two feet taller than Ben. "You have about five seconds to take your freaks of nature and sit down, runt." he growled between gritted teeth.

"Make me." Ben narrowed his eyes.

He didn't even see the blow coming. One minute he was starring down the father of all jerks, and the next he was down on the ground looking up at the ceiling; he could hear the ghouls screaming in the background, their yells soft and fading as he felt Spectra's cool and calming hands gently touch his head, begging him to respond. The screaming increased as the couple and the ghouls traded insults, Azami crying harder towards the back of the battle as Jinafire continued to comfort her, a dangerous amount of smoke drifting up from her nose.

"How dare you attack my boyfriend!?" Lilith screeched, her wings spread wide to make herself look bigger.

"Take a hike, freak! Or you'll end up just like your wimp of a boyfriend!" the woman yelled.

Ben pushed away Spectra's hands and climbed to his feet, a dark look on his face. "My name is Ben Tennnyson, Bane of Vilgax, Victor of the Highbreed Invasion, Destroyer of Malware, Master of Khyber the Huntsman, Scourge of the Deathless Incursean Empire, Bane of Albedo, Nemesis of Zs'Skayr, Champion of Maltruant, and Wielder of the Omnitrix. And you, you sorry piece of shit, just made a big mistake."

"How so, alien boy?" the man smirked deeply, folding his arms across his chest. "You're a hero, and you can't touch us!"

"Oh, but I can." Ben grinned. "You attacked me and threatened my ghouls. That gives me grounds to defend myself in any way I so chose." he smiled upon seeing the horrified looks that crossed the couples face as he turned to the Omnitrix and slammed down on the activation button, engulfing himself in a brilliant, green light. His frame shot up about three feet, drawing about even with Viktor Stein as ever last strand of hair was sucked back into his body, making him completely bald. His bare skin then slowly turned a light green as his jaw jutted outwards and his tongue became long and elastic, just barely staying inside his changing mouth. Before anyone could even seen the alien's eyes, a pair of dark sunglasses appeared on his face, discouraging the view as the transformation continued. Ben's fingers molded together into three digits as muscles piled themselves onto his arms, chest, and legs, his toes turning into two long digits. A black bodysuit with green cuffs on the wrists appeared on his body, a green stripe materializing on the clothing as an airtank of sorts appeared on his back. The Omnitrix appeared on the breathing device, the transformation complete.

"And I chose to beat the ever living crap outta yous two and make ya leave us good folk in peace." Bullfrag grinned, cracking his knuckles. With a loud croak, the Incursean snapped out his long, elastic tongue and wrapped it around the man's ankle, yanking him down to the floor as he dropped down to the ground and swiped the woman's legs out from underneath her. With the two of them dazed, Bullfrag grabbed them by the back of their shirts and hefted them up into the air and onto his shoulders, making his way towards the entrance as the woman screamed and beat her fists against his back as the man hollered death threats that seemed downright pathetic to what Bullfrag had faced in the past. The Incursean then pushed his way through the crowd of paused patrons and drop kicked the rude couple out the doors and onto the street where they were promptly splashed by a wave of water when the Proto-TRUK as he sped down the road towards the Bellwood Movie Theater Complex.

"Oh, yeah, Bull to the Frag!" the Incursean snapped his fingers at the couple as they picked themselves up and ran back to their car in a rush, leaving the restaurant as fast as they could. Bullfrag dusted off his hands and turned around to return to his table, only to be cut off by a stern Pakmar tapping his foot with impatience. "Oh, Bullfrag is in so much trouble, ain't he?"

"Trouble? Trouble!?" Pakmar screamed. "Trouble does begin to describe what you are in!"

"I think I'm currently in your restaurant." Bullfrag mused.

"RAAAGH! Get out of Pakmar's restaurant! Out out out!" Pakmar yelled.

"Wait! Mr. Pakmar!" Frankie begged as she rushed through the maze of chairs and tables with Spectra, Nefera and Whisp, and Jinafire with a sniffling Azami on her shoulder.

"Oh, it is you." Pakmar grumbled. "You are the one that convinced Pakmar to bring in Ben Tennyson, what with your big eyes and tight stitches! What do you want from Pakmar!?"

"Ben was defending himself," Frankie explained. "That couple attacked him after he stood up for one of your waiters when she was just trying to do their job."

"Really?" Pakmar asked in a tone that said he wasn't the slightest bit convinced.

"It's true!" Spectra exclaimed happily. "I got it all recorded on my iCoffin!" she said, digging out the device and holding it down for the diminutive alien to see; Pakmar watched the video clip with an unwavering emotion, his eyes never straying from the moving image on the screen, not even when Bullfrag appeared and dealt with the rude couple in a rough manner.

"Very well." Pakmar frowned. "Ben Tennyson can stay. But his girlfriends must work for Pakmar to pay off the damages!"

"Actually, I don't think there were any damages, other than to that rude couple's pride." Nefera noted, glancing behind her to see nothing out of the ordinary; no tables were knocked over, no chairs were destroyed, nothing was damaged. Even the food and drinks, however ill-prepared the rude couple claimed them to be, remained sitting where it was, not a single stain to be seen. "If I remember correctly, we only had to work for you if there were damages. Seeing as how there are none, we don't have to work for you." Nefera smirked as Whisp squeezed her happily.

"AGH! Fine! You beat Pakmar at deal!" Pakmar huffed. "How is crying Earth girl doing?"

"_Wǒ dà jiào! Tāmen wēixié yào ná zǒu wǒ de gōngzuò!_" Azami sputtered before burying her head into Jinafire's chest and sobbing some more.

"She is speaking Chinese," Jinafire explained. "Loosely translated, she is explaining what ails her. She is still upset."

"Why's that?" Bullfrag scratched his head. "You know, besides the obvious."

"Her family needs the money," Jinafire explained. "They are trying to save up enough money so that they can bring her brother over from China. They were separated when they were unable to obtain enough money to come to America before tickets became scarce."

"Ah, that explains it." the Incursean nodded before the Omnitrix timed out and brought Ben back to the world. "Well, Azami, I've got a nice tip waiting for you if you're willing to still be our waiter." he promised with a smile.

Azami sniffed and wiped her eyes free of tears before speaking. "_Wǒ xiǎng zhè hěn._"

"She said she would love to serve us." Jinafire translated before speaking to Azami herself. "You are also quite welcome to join us."

"If it's okay with Pakmar that is." Ben interjected.

"That is Mr. Pakmar to you!" Pakmar snapped. "And Ben Tennyson must pay extra to have waiter friend dine with him!"

"I'd be my pleasure." Ben smirked, digging in his pocket and pulling a stack of Taydens and shoving them into the small alien's hand; the diminutive alien's eyes widened upon seeing the stack and all but practically pushed Ben, Azami, and the ghouls back to their table.

* * *

"So, everyone enjoy themselves?" Ben asked as he and the ghouls strolled down the sidewalk; Rook had called earlier to say that the movie had taken longer than expected and that he had to return Rayona home before the sun rose on Revonnah, ensuring that Ben and the ghouls would be without a ride home. Neither party really minded this all too much; this gave them more time to simply talk and relax before they would turn in for the night.

"Other than the rude couple, it was rather pleasant." Gigi smiled.

"Speaking of rude couple . . ." Whisp frowned as a slightly familiar car came roaring down the road and screeched to a halt in front of them. The driver's door popped open and the man from the restaurant stormed out of the vehicle, water stains still present on his outfit despite having been dried for nearly an hour or so.

"You!" the man snapped. "Who do you think you are!?"

"You mean other than Ben Tennyson?" Ben rolled his eyes. "And before you launch into some senseless babbling, it's your fault you got kicked out of the restaurant. Even if I wasn't the one to throw you out, Pakmar wouldn't have tolerated anyone, even you, if it meant the majority of his customers were sent packing."

The man clenched his fists tightly before screaming at the top of his lungs and rushed at Ben, ready to punch him in the face. Before he could even attempt to do that, Jinafire swiped his legs out from under him with a swish of her tail, sending him to the ground where he was promptly pinned by Vandala and Nefera's swords pointing just an inch away from his face. "If I were you, ya scurvy bilge rat, I would turn yer ship around and head back to the deepest, ocean trench you crawled out of." Vandala threatened, inching her sword so close that the tip of the blade actually touched the man's nose.

"Now, I was being gentle with you and your date," Ben began, folding his arms across his chest as a broad smirk formed across his face. "My ghouls on the other hand, are not so gentle. And I could maybe . . . forget . . . the time they beat you up, dragged you off, and made you disappear forever." Ben tapped his chin. "I could possibly hold them off long enough for you to run away, but I can't make any promises . . ."

The man's face paled considerably as the ghouls all developed grins that were akin to hungry lions and tigers that just had the biggest, fattest, plumpest gazelle handed to them on a silver platter slathered in barbecue sauce. Stammering multiple apologies between fits of whimpering, the man scrambled to his feet and ran back to his car in a nervous wreck; the man broke several speed limits and possibly a world record getting out of there as fast as possible.

"That's what I thought." Ben grinned.

"Nobody touches our man!" Lilith roared into the night. "NO ONE!" she screamed.

"Or our girl." Venus and Robecca added, hugging Jane tight.

"Or my girl!" Whisp added before suddenly grabbing Nefera's face in her hands and pressing her lips to hers, wrapping her fingers around the back of her head and digging her fingers into the mummy's long locks and tracing her soft lips with the tip of her tongue before jamming it between them and down her throat, moaning softly as she slid her hands down around Nefera's waist and pulled her close, the genie having to stand on her tiptoes the whole time just to accomplish her sweet, sweet goal. By the time she had parted the kiss, Nefera was gasping for breath and Whisp had mischievous smile on her lips; Ben and the rest of the ghouls were starring at her wide eyed and slack jawed, almost unable to comprehend what had just happened.

"What . . . what just happened?" Nefera wondered.

"Whisp just kissed you big time." Ben responded, rubbing his eyes to make sure they weren't playing tricks on him.

"Why?" Nefera asked, her eyes nowhere but trained on Whisp with a blank expression.

"You have such a wonderful body," Whisp began, squeezing Nefera's left breast for emphasis; the mummy squeaked with surprise. "Also, you have such a beautiful face, even without your make up. And did I mention that you are totally awesome with those swords!?" Whisp grinned. "I've been trying to find someone that's as awesome as me for several thousand years; as you can imagine, being trapped in a lamp kinda limits my searching time, and Ben only ever seemed to fit the bill. But then you came into the picture and I was immediately ensnared in your beautiful eyes!"

"Well . . . this is a little sudden." Lorna spoke up after a few moments of silence.

"But not at all unexpected." Ben agreed. "I mean, with the way Whisp has been growing so close to Nefera and how she was practically latching onto her the whole time during dinner."

"I will admit that I did not see this coming." Gigi blinked. "And I'm her sister! Although I probably should have seen this coming, considering how crazy my sister is after being trapped in the lamp for so long. Longer than me even!"

"I-I . . . I don't know about this . . ." Nefera seemed to push Whisp away with her words.

"It's okay, Nefera! I can wait for as long as you need!" Whisp cackled happily as she soared up into the air and exploded into black, blue, and pink fireworks before reappearing in a puff of black smoke in front of Nefera.

"Well, we better get home before my Mom freaks out or something." Ben yawned.

"I call the spot next to Ben!" Spectra exclaimed.

"Ditto!" Bonita chimed in. "I-if that's okay with everyone." she added timidly. The ghouls and Ben made their way down the sidewalk towards Ben's house, talking about the past events of the night and about what they planned to do tomorrow; none of them noticed Nefera and Whisp following from a distance before Nefera stopped the both of them under a street lamp.

"Something wrong, Nefera?" Whisp asked with concern.

"Yes." Nefera nodded before swiftly grabbing Nefera and smashing her lips to Whisp's, hugging the genie tight against her body and purring happily when Whisp's arms slid across her back and across her sides before sliding down to her ass and pinching it slightly before Nefera broke the kiss and allowed Whisp to hug her, burying her face into the mummy's cleavage where she released a happy sigh. "Now everything is alright." Nefera smiled.

"I thought so." Whisp purred happily.

"Don't get any ideas though," Nefera said quickly. "This remains a secret until further notice, okay?"

"Whatever you, babe." Whisp sighed happily.

"I'm gonna have to carry you home now, aren't I?" Nefera cocked an eyebrow.

"Please?" Whisp pleaded, her eyes growing big and deep; it was like starring into the eyes of an innocent little kitten that merely wanted to curl up in your lap and be loved.

"Fine." Nefera surrendered. Whisp squealed happily and jumped into Nefera's arms, cuddling up to her new, secret love as they moved to catch up with the group.

**And there we go!**

**Now lemme just say that the events of this chapter were actually inspired by something that happened to me. Long story short, I was at my local**

**Olive Garden and the waiter was trying to take our order when this elderly couple across the way tried to get his attention, even though he was waiting on us at the moment. Now I don't mean any disrespect to this elderly couple, but this got the idea in my head to see how Ben and the ghouls would react to even an even more disrespectful couple.**

**As for Nefera and Whisp, that's just where the story went. I mean come on, as soon as I wrote that little bit with Whisp during the dreaded chapter 44 (for those that have no idea what I'm talking about, be warned that the chapter has a massive amount of sex in it), I knew this was going to be a running gag that just happened. Love it, hate it, either way, I like it.**

**As always, comment, review, suggest, and request down below!**

**Hasta Luego!**


	53. Delicate Negotiations

**Hello, all you ghosts and ghouls out there! I'm back with yet another chapter (of course I would, otherwise I wouldn't be writing this)!**

**Now, I've been getting a few reviews and PMs about me dragging out this story and milking it all too much. I'm going to say this now that, yes, I probably have been doing that, whether it was intentional or not. Either way, I am not mad in the slightest about these kind of messages, I am perfectly cool with that. So, in response to it, I am ending the story within the maximum of two to three chapters.**

**After the story has ended, I will be writing a short author's note contemplating my work on this wonderful story; I will also be answering any questions you might have, so should you be curious about anything, be it my personal life, the story, or future works, send in your questions through the reviews or PM me.**

**On a final note, I am going to be writing a Ben 10/Monster High one-shot series! This means that if there are any ghouls out there that you'd like to see paired with Ben, there will be a one-shot with them! Every ghoul from Wydowna Spider and Lagoona Blue to Draculaura and even Headmistress Bloodgood will eligible for the one-shots, so I will be setting up a poll on my profile about which ghoul I will write about first.**

**As always, comment, review, suggest, and request down below!**

**Onwards!**

The streets of Undertown were quiet and the atmosphere was hot and humid. Steam hissed loudly from the ceiling of pipes and tubes overhead, sewage and other liquids quietly flowing through them as the hours waned on until the citizens of Undertown would wake once more to return to their daily grind. Unbeknownst to the denizens of Undertown, a cloaked figure raced across the top rooftops, effortlessly swinging and jumping and rolling across the roofs as silent as a snake until he fell down into an alleyway and paused; the figure glanced around his surroundings with his emotionless, red eyes before he quietly walked to the end of the alleyway and pushed three bricks in the wall at the end back into place. A low grinding noise filled the area as the section of the wall opened up into a door and the figure stepped through into a large room beyond filled with covered crates and old construction equipment of the alien variety.

"Khyber." a deep voice purred in the darkness. "I trust you were not . . . followed?"

"No one can sneak up on Khyber the Huntsman." Khyber declared. As soon as he finished saying that sentence, he whirled around and delivered a swift punch to Rojo's jaw as she tried to sneak up on him. "My point is proven." the hunter smirked.

"Please, the both of you! We are not here to fight." Psyphon frowned as he walked out from behind a stack of crates with his hands behind his back.

"_Ggthtttphghtph." _an incomprehensible jumble of words came from the top of a stack of crates; the others turned their gazes to see three Sotoraggians standing on top of a tower of boxes, their expressions unreadable underneath their helmets and suits of armors.

"Sixsix, Sevenseven, Eighteight. So nice of you to join us." Psyphon smirked; Eighteight snarked something in her native tongue, and a wrist-mounted scatter gun popped out from her armor, pointed directly at Psyphon's face.

"Easy, Eighteight. We aren't here to argue." the former lackey gulped nervously as the other two bounty hunters summoned another dozen weapons from their suits of armor and pointed them all at Psyphon. "It was one date! Why are you upset over one date!?" Psyphon screamed as Sevenseven fired off his blaster and struck the ground at his feet, just barely missing him.

"As much as I hate working with the lot of you, the toady makes a valuable point." Khyber sighed. "We can not waste our time beating each other over the head."

"So what do you suggest we do?" Rojo frowned, stepping out from behind the huntsman and sitting down on a large box, relaxing as Psyphon tried to calm down the three, severely Sotoraggians and get them to stop threatening him with several rude gestures and taunts. "Because, point of fact, Tennyson's beaten every last one of us at every turn. I'm starting to feel down right pathetic for a villain."

"You may be feeling worthless, but I am feeling lucky." Khyber smirked as he slipped off his cloak and pulled out his sword; the others flinched slightly before the huntsman sat down on a box and began to sharpen his sword. "I'm sure if we pool our resources and skills together, we can find a way to end Mr. Tennyson."

"Yes, but sending our various minions and henchman after him won't cut it." Psyphon tapped his chin in thought.

"_Kcctchktphck!_" Sixsix jumped in, jamming a clawed finger at sycophant.

"Well, there's no need to be rude about it." Psyphon grumbled.

"Easy, now." Khyber spoke up. "I have a plan that is foolproof and guaranteed to end Mr. Tennyson."

"And what exactly is this plan of yours, Skull Face?" Rojo snarked.

"It seems Mr. Tennyson has acquired himself several . . . mates . . . since our last encounter." Khyber explained. "As customer among the animal kingdom, Tennyson will doubt protect them at any cost should they run into . . . trouble."

"So, yer saying we catch some of 'em and hold 'em hostage?" Rojo guessed.

"_Jhkciclkkiklcklic?_" Eighteight continued, rubbing her chin in thought.

"And then we ambush 'im!" Rojo exclaimed gleefully.

Khyber allowed himself a wicked grin. "It seems we have come to an agreement."

"So it seems." Psyphon chuckled darkly.

* * *

Nefera stirred in her sleep for a moment, her mind still fuzzy despite her body starting to wake up; her arms felt like bars of iron, her legs like molten lead, while her head felt as if it weighed as much as a bowling ball. She stirred again and yawned, moving her arms and stretching out her stiff muscles as she cracked her wrists and fingers when she became aware of a weight on her chest. She blinked her her cold, lavender eyes and tilted her chin downwards to see a segmented pony tail dyed a deep, midnight blue with a dark pink streak.

Whisp was cuddled up to Nefera, oblivious to the mummy's awakening as her labored breathing slowly pulsed her body. Nefera cautiously reached with a trembling hand and laid her fingers down on Whisp's head, her breath catching in her throat when Whisp stirred in her slumber and sleepily patted around for something before she grabbed Nefera's hand in her fingers, a gesture that made Nefera's skin suddenly flash cold. She held amazingly still, like a rabbit hoping and waiting for the fox to pass by, as Whisp rubbed her thumb over Nefera's smooth knuckles and delicate fingers before pulling Nefera's hand off of her head and down her neck, over her shoulders and collarbone before sliding down her left breast and resting over the area where her heart was; the mummy could just barely here Whisp's strong heart slowly thumping inside of her body.

Nefera relaxed as Whisp fell back into sleep again, a small smile creeping over her face. The mummy glanced up to see Ben's hand draped over the side of the side of the bed, hugging Bonita close to him with Spectra sleeping on other side of them; the other ghouls had found their respective spots around Ben's bedroom. Seeing that she wasn't going to be falling back to sleep, Nefera ever so slowly pulled her hand lose from Whisp's grip and gently slid her head off of her chest and down to the floor where Whisp struggled in her sleep for a few seconds before lying still once more. The mummy then pulled herself off of the floor and stretched her stiff back and legs before she made her way over to the door, stepping over the sleeping ghouls, slipping out past Avea, and into the hallway.

With sleep still in her eyes, she made her way down the hallway and slipped into the bathroom, flicking the light on and blinking furiously to protect her sensitive eyes from the sudden bright light as she made her way over to the bathroom sink and turned on the cold water faucet. Nefera glanced at her reflection in the mirror as she splashed her face with the cold water, shivering slightly as she woke up; she hadn't gotten a particularly gotten a good sleep last night. She wasn't sure if it was because she had slept on the floor or if having Whisp using her like a mattress and stuffed animal, but she was pretty sure it was neither of those. A small smile crept across her lips; she was unsure and sure of something at the same time. It seemed impossible, and yet she just experienced it.

She sighed and rubbed her temples. She knew she was only trying to push aside the obvious reason as to why she had gotten a lousy sleep last night; Nefera was still dealing with the fact that she and Whisp were now an item. She didn't quite know how she felt about that, belonging to more than one person relationship wise. She knew she had felt a warm feeling within her when Whisp fallen asleep with her last night, but she had felt so startled and unsure of herself when Whisp had suddenly taken her last night, finally sharing her feelings for the mummy in front of everyone. She loved Whisp like a sister, maybe even more than that, but she wasn't entirely sure Whisp was all in it as much as she claimed to be. After all, Ben never fondled her in her sleep, and even if he did, he always apologized professedly and tried to make it up to her as best as he could.

"Morning, babe." Nefera physically turned around to see Whisp leaning against the door frame, rubbing her sleepy eyes with hand. "Sleep well?"

"Not really." Nefera admitted with a sigh as she turned off the water and sat down on the edge of the tub. "Can we talk?" she asked; confused, Whisp nodded and closed the door behind her with a snap of her fingers, opting to sit down on the toilet seat so she could speak with her ghoulfriend.

"What's buggin' ya?" Whisp asked, summoning a large flyswatter with a snap of her fingers. "Whatever it is, I'll swat it!"

Nefera gave a small smile before sighing and rubbing her head again. "Look, Whisp? This is all . . . a bit sudden for me," she began, trying to sound positive and upbeat. "But . . . I'm still getting use to having to share one boyfriend with so many ghouls."

"What are you saying?" Whisp asked, sending the flyswatter away in a puff of black smoke.

"I'm saying . . ." Nefera bit her lip before deciding to get over with it. "I . . . I want to put our relationship on hold," she sighed. "I like you, I really do, but I don't think I'm ready to go ahead and get serious yet." she explained. "I'd still like us to be friends and all, but I don't think I'm quite ready to be hugged and kissed and played with so seriously just yet."

"So, you want to put our relationship on hold?" Whisp guessed in a saddened voice.

"Well . . . that's _sorta _it," Nefera shrugged. "The main problem I see so far is that you don't really seemed to be interested in me _specifically_. When I asked you last night why you kissed me, you basically said that you liked my body. If our relationship if to get any further, you'll have to work past my body and into the other parts of me."

"You mean like your ass?" Whisp wondered. "Because I can totally-"

"No!" Nefera exclaimed loudly, her face flushing a deep red before she sucked in a deep breath and calmed herself. "Look, I really hate to say this, but if you aren't going to appreciate me for anything more than my body, our relationship will have to end."

Whisp was about to protest before closing her mouth and falling silent. She lowered her head and rested it in her hands as she slowly curled herself up on the toilet seat and started to quietly sob; this greatly surprised Nefera, as she never expected Whisp to be effected by something so small and insignificant. She reached with a cautious hand and laid it upon the genie's shoulder, yelping with surprise as Whisp suddenly threw herself at Nefera and sent the both of them tumbling into the tub. Nefera lay there for a few seconds, completely stunned as Whisp latched herself onto her and buried her face into her neck. Had Nefera been her old self, she would have continued to insult Whisp and called her a worthless loser and to get off of her before she had her servants chuck her into the dungeon and throw away the key. But she was not her old self; she felt compelled to at least comfort Whisp to the best of her ability, cautiously wrapping her arms around Whisp and hugging her securely.

"Are . . . are you okay?" Nefera asked after a few minutes.

"Y-yeah." Whisp sniffed after a few seconds, pulling herself off of Nefera and leaning against the side of the tub. "Sorry about that. When you're locked in a lamp for a couple thousand years and you only get to see other people every now and again, you really start to wish they wouldn't go."

"Whisp, I'm not going to leave you." Nefera promised. "I just don't think I'm ready for to get really serious until you can like me past my body."

The genie tapped her chin, deep in thought before an idea struck her. "M-maybe until then, we could be . . . oh, what's the?" she wondered, racking her head for the words she was looking for. "C-could we be . . . friends with benefits?" she asked.

Nefera blinked, sitting straight up as the words struck her eardrums. She had heard of the term before, but she had at first been rather disgusted by it; in her mind, if someone wasn't willing to go all in, why bother doing it in the first place? In fact, she had been against a lot of things involving relationships, believing that there should only be a boy and a girl in a relationship and no one else. This idea was quickly shattered when she learned that it was natural for several monsters to chose multiple mates or spouses, depending on their culture. Sometimes, even when it was just a straight couple, they weren't of the same species, and both Avea and Bonita were living proof that such things were trivial matters to deal with. Now that she was part of a harem and wasn't entirely uncomfortable with it (there were at times she hated having to share a single bathroom with everyone, but she figured that problem would be solved eventually), she found she really wasn't in a position to really point fingers and start arguments. Rather, she felt obligated to embrace her new 'family'. No, 'obligated' was the wrong word for it. Actually, she wanted to.

Nefera shook her head to clear the chaotic storm of thoughts buzzing around in her head like a swarm of angry scarab beetles. "Sure." she agreed. "But, can we not do anything until we've got this whole dimensional thing sorted out?"

"Wouldn't have it either way," Whisp smiled, giving Nefera quick hug. "Now lets get out of here before anyone gets the wrong idea."

* * *

Ben groaned and yawned once more; all around him, Plumbers were running about frantically, grabbing weapons, shouting or taking orders, and spilling files and papers in all directions as everyone ran around in a frenzy. "Ugh, I hate Mondays." Ben yawned for what seemed the hundredth time.

"While I have not deduced why you humans are not fond of the first day of the week, I too agree that being awoken so early is not pleasant." Rook groaned, rubbing his eyes and trying to at least look awake.

"And I didn't get breakfast either!" Ben added.

"Agreed." Rook yawned as Grandpa Max came out of the elevator and up to the two of them; Rook snapped to attention while Ben snorted and awoke after a five second nap. "If I may ask, what is the big emergency, Magister Tennyson?"

"As much as I hate to disappoint you, Rook, this matter doesn't entirely concern you." Max sighed before turning to Ben. "I'm sure you remember Looma and Attea?" he asked wearily.

"You mean the female Four Arms that tried to kill/take Kevin for her husband before he pawned her off on me, then went on a rampage around Bellwood and Undertown to gather wedding supplies, only to then come back and try to get me to become her husband again after Julie beat her? And the female Bullfrag that took over the Earth for a couple months before getting her Dad arrested and taking over the empire only to come back and try to get me to become her husband before she and Looma ditched me and became rivals?" Ben wondered sarcastically. "Nooooo, I don't remember that in the slightest."

"I am not entirely familiar with human sarcasm, but I assume you are utilizing it now?" Rook guessed.

"I'll always have all the scraps and bruises to remember them by." Ben grumbled.

"Continuing," Grandpa Max interrupted. "Both Looma and Attea have successfully become the rulers of their respective empires and have been waging war against each other over you." he explained. "The details are hazy, but it seems that the loser will have to be married to you."

"I'll try not to be offended." Ben mumbled under his breath.

"Not only will it affect you and your . . . harem . . . but if either side loses, they may lay waste to any corner of the galaxy in a fit of rage." Grandpa Max explained, the word sounding foreign and uncomfortable in his mouth.

"So what do you need me to do?" Ben wondered.

"Do you remember the time you made a peace treaty between the Appoplexians and Lewodans?" Grandpa Max asked. "We're hoping you can try that again."

"But this time, should we not make sure Ben is not infested with undesirable parasites first?" Rook interjected.

"Are you saying I don't shower?" Ben frowned.

"No," Rook defended himself with a smile. "I am merely saying you do not participate in proper hygiene enough."

"Low blow, dude. Low blow."

"Ahem!" Max coughed loudly. "While we'll be doing a quick screening of all parties to make sure we're not interrupted, we need someone else who's good at negotiating with political parties."

"Do I look like I know anyone who fits that description?" Ben sighed. "And does this mean I have to become Gravattack again?"

"Preferably," Max nodded. "And are you sure you don't know anyone?" he seemed to be hinting at something that Ben wasn't getting at in the slightest.

Rook sighed and shook his head. "Is not one of your spouses a princess herself, thus having knowledge of negotiating this predicament?" he wondered.

Ben tapped his chin before realization came over him. "Duh! Nefera! She's gotta know something or other! How come I didn't I think of that?"

"I have often wondered the same thing myself." Rook said.

"Low blow, dude. Low blow."

* * *

After about an hour of thorough searching for any hostile parasites of any kind, Ben and Nefera were allowed to enter the conference room where Ben took the seat at the end of the long table in the center of the room with Nefera at her side, swords drawn and lying still at her sides. The room was painstakingly boring with plain white and green walls and nothing but a single door to disturb the seemingly flawless colors.

"This should be interesting." Nefera sighed with slight impatience. "Especially considering that neither of these girls exactly like or respect you."

"So, you're saying this will end badly?" Ben wondered as he he turned on the Omnitrix and cycled through the roster before finding the Galilean icon and selecting it.

"It might, it might not." Nefera shrugged. "What I want to know is why you have to change into Gravattack to do this."

"Many races consider Galileans wise and incredibly patient," Ben explained as the activation button popped up from the Omnitrix. "I doubt being Gravattack will work, but it's worth a shot. Plus, if either of them get violent, I'm at least protected." he added as he pressed down on the activation button and engulfed himself in a bright, green light as the Omnitrix changed his molecular structure into something new. His skin went from being soft and warm to hot and hard as concrete. Rocky bumps formed on his wrists and shins. His shoulders became broad and massive, so large that he had no neck at all; his face face was stuck right in the middle. His mouth became wider and almost forever stuck in a toothy grin. His fingers swelled in size, and Ben could feel a slight tingling sensation at the tips. He felt a strange feeling as his guts all move upward into his chest as a swirling, hot magma center filled their space. His toes melted into one smooth, rounded foot. A pair of black shorts with green stripes appeared on him as the Omnitrix suddenly appeared on his forehead, completing the transformation.

"Lets hope this is short." Gravattack sighed as he rested his hands on the table and folded his fingers together, enjoying the silence for as long as it would last; the door to the conference room slid open silently a few short seconds later, and in walked two figures that tried to walk through the entrance at the same time before the smaller of the two managed to pull herself free and send a smirk at the taller of the pair. The shorter of the two alien woman had green skin and was dressed in a purple fight suit with white stockings and a white scarf, gray, gloves, goggles, and a black belt with several pockets for weapons; the taller of the two was nearly double the height of the former and had to duck under the door way and pull in all four of her slender, red arms. She wore a black leotard with tan shoulder pads and shirt ringed with fur with a black, horned helmet on her head and golden ankle braces around her legs.

Neither side looked particularly happy to see the other as they sat on opposite sides of the table, locked in a battle of the death glares as both woman were imagining how they could possibly kill the other in the quickest and messiest way before the Galilean between them could separate them. "Um, hey, girls," Gravattack chuckled nervously. "Long time no see?"

The tension in the air was incredibly thick as the two alien woman cut their gazes away from each other and turned simultaneously to glare at the Galilean. "Give me one good reason why I shouldn't jackhammer my way through your planetary core and let you explode." Attea spat angrily.

"Uh, because it will only kill you and everyone in the base, but neither of you will get what you want." Gravattack pointed out.

"And, I will kill you far before you can even attempt that." Nefera added, narrowing her eyes as she spun her swords around in her fingers and let Looma and Attea's eyes trace over the sharpened blades.

"Ooh, I like her," Attea smirked. "Never knew you got yourself a bandaged-faced girl from the Anur System."

"I'm not a Thep Khufan," Nefera rolled her eyes. "I am a real mummy, over five thousand years old and with centuries of politic experience. Before, you know, my family and I was forced into hiding."

"That is where your empire fell!" Looma yelled, slamming her fist down on the table. "You were cowards to go into hiding instead of fighting like a warrior!"

"If we had stayed to fight, we would have been easily wiped out and without a kingdom to rule!" Nefera snapped, drawing her swords and jamming them right at the Tetramand's face. "So don't lecture me about how I should rule an empire!"

"Okay, everyone just settle down!" Gravattack yelled as Looma and Nefera jumped up on the table and were about to start punching each others lights out before the Galilean stood up in his seat and separated the two with a quick gravitational wave that sent the two of them flying to opposite sides of the room.

"Yeah, nice girlfriend." Attea rolled her eyes as Gravattack released his hold on Looma and Nefera and took a deep breath.

"Okay, okay." he began. "Everyone, stay calm. Lets all just take a deep breath and relax." he directed as Looma made her way back to her seat and Nefera took her position beside Gravattack once more, narrowing her eyes at Attea as she put her feet up on the table and folded her arms behind her head in a relaxed position. "Now lets start by introducing ourselves." Gravattack said calmly, folding his ahnds together.

"I am Princess Looma Red Wind of the House of the Red Wind!" Looma boomed, cracking her fists down on the table loudly.

"Hey! How come she got to introduce herself first!?" Attea protested.

"Because your worthless Incursean titles are too long!" Looma snapped.

"Of course you testosterone spewing Tetramands wouldn't be able to say our esteemed titles!" Attea shot back. "Honestly, is it that hard to say 'Empress Attea, Former Princess, Scion and Teen Supreme of the Deathless Incursean Empire, and Highest Commander of the Celebrated Calaveras Legion'?" he narrowed her eyes.

"Yes!" Looma screamed, cracking her fists down on the table and nearly breaking it in half. "No wonder you Incurseans have not conquered the galaxy like we Tetramands have! You soft frogs are too distracted with meaningless titles!"

"Conquered the galaxy? Ha! Don't make me laugh!" Attea snarked. "You've barely even conquered yer own planet!"

"At least we have a planet!" Looma roared.

"This could take a while." Nefera sighed.

"What did I get myself into?" Gravattack wondered with exasperation.

* * *

Bonita flapped her gossamer wings as she flew above the Undertown marketplace, flying over and under the various advertisement signs that hung from the labyrinth of pipes overhead while trying not to ignore the bright lights that beckoned her closer and closer. Below her were countless aliens of a nearly unfathomable number of species, each one different than the last. In her hands, she held a small basket that held a variety of different colored clothes and ribbons she had managed to bargain for with the limited amount of money Ben had given her.

She descended down from the air as Skelita, Venus, and Robecca with Jane in tow met her in front of a stall that sold socks. "You ghouls find anything?" Bonita asked.

"I found some alien plants that I wanna take a crack at!" Venus said eagerly, holding up a large card board box with various, odd looking plants inside; a flower with a blue stem and purple buds suddenly blossomed, exposing a golden, eye-like structure at its center that slowly blinked.

"Uh, are you sure some of those aren't animals?" Robecca wondered.

"I'm sure they're all plants," Venus said firmly. "Why do you ask?"

"Because your flower just ran away." Robecca pointed at the little flower-like creature as it skittered up the side of the box and hopped down to the ground, scampering about for a few seconds before it dashed off between Bonita's legs; the hybrid yelped and shot up into the air, remaining there until the creature was out of sight.

"Still jumpy as ever." Robecca shook her head. "I found some parts I wanna try and upgrade myself with. Maybe Blukic and Driba can help."

"_Mala idea_," Skelita warned her ghoulfriend. "Those two can not be trusted with any major repairs, especially something as precious you."

"Aw, thanks." Robecca smiled; a small cloud of steam escaped her ears. "Are you sure we're not out of place down here?"

Skelita was about to answer when she saw a large, copper golem walk by with spinning eyes and clouds of noxious smoke pouring out of its tailpipe before it came to a stop and opened up its chest to allow an orange, tentacle alien ooze out onto the ground where it unhinged its jaw and puked out a small, blue creature with a wide, yellow eye; the small creature handed over several Taydens before scampering off as the tentacle alien climbed back into the copper golem and took off at a leisurely pace. "_Si. _I am sure we are quite normal down here." Skelita replied.

"That's a relief." Jane sighed. "I don't like standing out too much."

"At least you can hide." Bonita offered her comfort.

"Should we head back up to surface?" Venus asked. "Ben said he didn't want us away from the house for too long."

"W-why d-did he say that?" Jane asked nervously.

"I dunno. Something about it being too dangerous for us to be outside for long periods of time when he wasn't around." Venus replied.

"What does he think we are, bloody bairn!?" Robecca wondered, slightly annoyed; had Ben not seen her prove that she was perfectly capable of protecting herself and, whenever needed, him as well? Did he not see the way she defended him from the Julie construct his mind had created in the alternate future ruled by Zs'Skayr? Had she not helped in rescuing Frankie from the vile Ectonurite's clutches? Had she not proven herself time and time again in fighting the forces of evil? The very thought of Ben protecting her for her entire operating lifetime made the water in her boil bubble violently as a large cloud of steam escaped her ears once more.

"Uh, Robecca? Are you alright?" Jane asked.

"Fine, luv." Robecca replied with a somewhat forced smile. "How about we look around a little longer?"

"Are you sure that's a good idea?" Bonita wondered.

"We'll be fine, luv. There's nothing we can't handle." Robecca waved it off.

* * *

Gravattack sighed rubbed his aching, rocky temples with his fingers as Nefera leaned against him, bored out of her mind; Looma and Attea were screaming insults at each other at the top of their lungs, either side trying to be louder than the other as if they were trying to win a contest of sorts; Gravattack was simply trying not to lose his patience.

"Scum licker!" Looma yelled.

"Four-armed freak!" Attea roared.

Looma gasped. "You take that back!"

"Make me, you flabby, four-armmed freak o' nature!" Attea screamed before she whipped out her long, elastic tongue and slapped it across the Tetramand's face, showering her in slime.

"How dare you!" Looma roared, grabbing Attea's tongue in her hands and yanking back as hard as she could, eliciting a pained yelp from the Incursean.

"ENOUGH!" Gravattack yelled as he raised his hands and summoned the wavering, green disks to his fingers, focusing on the girl's individual gravitational centers and forcing them apart to opposite sides of the room where they both slammed painfully into the walls. The Galilean climbed out of his seat as Nefera whipped out her swords and clenched her grips on the handles.

"Can't you two ever stop arguing!?" Gravattack sighed with exasperation.

"No!" the two girls yelled in unison, shooting daggers at each other as they struggled against the Galilean's gravitational field without much success.

"So, let me get this straight," Nefera frowned, lowering her swords to the ground. "You two both hate Ben, both love to smite your enemies and war, and both use to have a crush on Ben? You two have so much in common, how come you two aren't allies already?"

"The moldy one has a point." Looma grumbled, ignoring the glare Nefera was throwing at her.

"Never thought about it that way." Attea agreed.

"This is good!" Gravattack smiled after what seemed a century. "We're finally agreeing on things!"

"Yes," Looma grinned wickedly before looking at Attea. "Are you thinking what I'm thinking?"

"You know it, sister." Attea grinned as she struggled to reach for her belt and managed to pull out a blaster before squeezing the trigger and firing off a bolt at Gravattack's head. Nefera yelled and quickly jumped in front of the Galilean, blocking the bolt of energy with her swords and quickly ducking down to the ground as the stray bolt of energy ricocheted off the walls and ceiling, bouncing around like a pinball of death as everyone ducked and dodged as much as they could to avoid getting hit until the bolt of energy came flying right at Gravattack's face and struck him right in the eye.

"AAAGH!" the Galilean yelled in pain, releasing his hold on Looma and Attea to clap his hands to his injured eye. "What was that for!? I thought you were agreeing on something!"

"We did." Looma grinned wickedly, cracking all four of her knuckles as she climbed to her feet.

"We agreed to team up to slaughter ya!" Attea cackled as she squeezed the trigger on her blaster and fired off her weapon; the Galilean quickly raised his rocky arm and blocked the majority of the blast, taking several more strikes to the head as Nefera leaped into action and rushed at Attea, swinging her swords to try and slice off the Incurseans head as she ducked and dodged every swipe, lashing out with her foot and hitting Nefera's left wrist, knocking her blade lose and reducing her to one sword.

"This is fer takin' my lova, Bullfrag, away from me, Bandage face!" Attea spat as she fired her blaster again at Nefera's face; the mummy succeeded in blocking every blaster the flat edge of her blade before she swiped low at Attea's feet and forcing her to jump up and over the blade before ducking low to dodge another swipe.

"Is that the best you got?" Nefera smirked as she rushed at Attea for a second time.

Gravattack groaned as he climbed to his feet and held a hand over his eye, only to have Looma slug him twice in his wide head and delivered a swift uppercut to his jaw, jerking his head up and into the wall behind him. With a low growl of irritation, the Galilean raised his free hand and summoned the familiar, wavering green disk to his fingers as Looma suddenly was lifted off the ground and into the air where she was pinned against the ceiling. "Can't we just talk this out?" Gravattack pleaded.

"Never!" Looma boomed as the Omnitrix timed out and returned the hulking Galilean back into the depths of the Omnitrix and returning Ben back into the world; his temporary Tetramand prisoner plummeted to the floor and landed with a loud bang!

"Lets try this again." Ben smirked as he turned on the Omnitrix and cycled through the roster before selecting Ghostfreak and slamming a hand down on the activation button. His skin became soft and slightly slippery as he felt his spine become more flexible as it lengthen out behind him into a lizard-like tail. His fingers quickly fused together into four digits as his feet became slightly webbed and turned into three stubby claws. His skin turned a mottled lavender with darker camo-esque spots appearing all over his body as his face rounded and his nose vanished in favor of two slits for nostrils. A sharp horn grew up from his skull, bending backwards slightly as his right eye turned red and his left eye turned blue, each eye splitting into two before the two new eyes fused together into a single green orb that became slitted like its brothers. Sharp teeth cracked up from Ben's jaw as the Omnitrix appeared on his chest, the transformation complete.

"Close enough." ChamAlien whispered before the chromatophores in his skin tightened and loosened to perfectly camouflage himself into the environment. Looma glanced around wildly, searching for her target as Nefera dove behind her to dodge blaster fire from Attea and jumped up onto the Tetramand's shoulders, launching herself at Attea and hitting her in the face with the flat of her blade just before Looma grabbed hold of the mummy's ankle and yanked her back, slamming her into the floor behind her and stomping down hard on her pelvis; Nefera was sure she heard something break as Looma's head suddenly jerked to the side, as if she had been slapped.

"Hands off my ghoul!" a voice hissed venomously as Looma was suddenly tripped to the ground. Before the Tetramand could move enough to try and defend herself, her head suddenly snapped back and she was quickly flipped onto her stomach as her two left arms were pinned behind her back as she struggled to climb to her feet. ChamAlien suddenly flashed into existence as Looma climbed to her feet and grabbed him by the back of his neck with her two, free right hands and chucked him down on top of Nefera just as she was struggling to her knees.

"Now hold still so I can fry the both of ya!" Attea smirked as she took careful aim with her blaster and pulled the trigger. The Merlinisapien hissed loudly as he grabbed the back of Nefera's shirt and pulled her out of the way at the last second, skittering across the floor and up the wall where he slammed his tail against the locked door as hard as he could and succeeded in knocking it out after several more whacks before he dashed out and into the hallway with Nefera in tow.

"After them!" Looma yelled, charging through the doorway and taking a considerable amount out of the door frame as Attea jogged after her, the both of them hellbent on destroying their former love interest and his girlfriend.

ChamAlien skittered down the hallway, his tail wrapped around Nefera's upper body as he squeezed and relaxed the chromatophores in his skin once more to disappear so that someone that had been simply walking down the hallway would only see a semi-conscious Nefera sliding down the hallway on her own accord. The pair of them moved down the hallway as fast as they could, taking twists and turns and occasionally opting to run on the walls and ceiling for quicker transport until he made his way into the Plumber med bay where Toralei had set a tray with a sandwich and a glass of water on the table next to Molly Gunther's bed as Hobble dozed on a bed across the way.

"What're you doing here, Ben?" Toralei frowned as ChamAlien reappeared before her very eyes and set Nefera down on the bed next to Molly. "Come to gloat some more?"

"No, I did that last week." the Merlinisapien smirked before returning his attention to his ghoulfriend. "You okay?" he asked.

"It only hurts when I breath," Nefera winced. "Ghoul, my hips hurt." she moaned.

"Good." ChamAlien sighed with relief as the Omnitrix engulfed himself in a brilliant, green light and returned to his human form. "Stay here while I try to draw their attention away." His skin turned a dark gray in color as his skeleton groaned and cracked he slowly grew a couple feet taller than his original form, his ears becoming long and floppy, drooping down on either side of his head before they stiffened and stuck back like rabbit ears as his eyes became diamond-shaped and turned an emerald green in color. His arms grew until his knuckles just barely touched the ground, small spikes popping out at the elbows and his pinky finger sucking back into his hand, a process that was rather normal for Ben's aliens. A grinding noise came to his attention and he cocked his hand far enough to see a skeletal tail grow out from the base of his spine, fresh muscle wrapping around the bare bone before smooth skin raced over the muscle. His toes popped back into his foot one by one as the bone quickly slithered to the surface like jelly before hardening into a solid hoof. His organs sloshed around inside his body, expanding slightly to fill the empty space inside of him as his brain filled all the available space inside his skull. The final piece of the transformation were the addition of black and green arm and leg braces, chest plate, shoulder pads, belt and a helmet that protected his skull, the Omnitrix appearing on the belt around his chest.

"Sanguinely, I will be able to vanquish the two females that desire my cranium." Brains drawled as he floated a few inches off the floor and moved out of the med bay at a somewhat leisurely pace with his clawed hands behind his back. It was mere seconds before Looma and Attea came crashing through a locked door, wicked smiles on their faces as they recognized the Omnitrix symbol on the Twin's belt.

"Prepare to die, insolent ape!" Attea cackled as she pulled the trigger on her blaster and fired off a round.

Brains merely blew on his nails with a bored expression as he effortlessly dodged the blaster fire with almost no movement at all; before the Incursean could attack again, the Twin raised both of his hands and summoned a pair of shimmering, energy disks between his fingers that he tossed straight at the pair, the two disks exploding upon coming into contact with the ground.

"Stun him, Attea!" Looma yelled as she released her hold on Attea to protect her from the explosion with her fire-proof hide.

"My pleasure!" Attea grinned as she pulled out her blaster and took aim at Brains; the Twin merely rolled his eyes and touched his fingertips to his head as a green aura surrounded his entire body and Attea's blaster suddenly jolted and sparked in her hands before exploding into a small mushroom cloud. "Hey! You're gonna pay for that, Ben!" Attea yelled. "I'm serious, that was an expensive blaster!"

"No wonder you Incursean simpletons have not conquered the universe by now," Brains rolled his eyes. "You are too distracted by wealth and unnecessary titles to care about actually fighting."

"That's what I was saying!" Looma snapped. "You know, before we ended up in this whole mess, but that's beside the point! EYAH!" she cried as she clapped her hands together and created a shock wave that decimated the entire hallway, but somehow leaving Brains untouched as he threw more energy disks at the girls and forced them to retreat down the hallway farther and farther until a brilliant flash of green light engulfed the Twin and returned Ben to the world as the Omnitrix timed out.

"What the- are you kidding me!?" Ben screamed with exasperation, jumping back just in time to avoid a strike from Looma's fist.

"Prepare to meet your maker, Tennyson!" Attea yelled as she reached into her belt and pulled out two seemingly random weapon parts that she quickly slammed together and locked into place with a loud clicking noise, forming a brand new weapon that she quickly aimed at Ben and fired, every shot missing as Ben retreated down the hall, desperately cycling through the Omnitrix listings until he selected Cannonbolt and slammed down on the activation button, immersing himself in a flash of green light that changed his DNA at the molecular level into something brand new. The first change was incredibly major. Ben could feel himself being literally cut into strips through some unseen force, as if being cut by a giant pair of invisible scissors. He could feel his bones and organs disappear altogether, and for a brief moment Ben wondered if he was going to die within seconds. Except he didn't. He could feel each strip of body vibrate with health, as if each were alive in its own way. Like magic, they twisted themselves make together into a crude, muscled figure with exaggerated fingers and toes made of thin strips. He could feel his face harden and become flat, turning pointed and green and black in color. The face plate sat itself on top of the bandaged shoulders as a green and black headdress appeared on his head, a wide collar appearing on his neck as two tendrils sprouted from his back. Black and green braces appeared on his arms and ankles, a green belt with the Omnitrix on it appeared around his thin waist, finishing the transformation.

"Time to _wrap_ this up!" Snare-oh quipped as he turned around and quickly lashed out with his bandage fingers, fabricating a makeshift wall behind him in an attempt to slow Looma and Attea. "And did I really just use one of, if no, the worst pun in the book?" he muttered to himself as he stretched out with his bandages and swung himself along from the ceiling as Attea blasted her way through the bandages and was nearly stepped on as Looma tore away the rest, eager to get revenge on the same species that humiliated her on intergalactic television and nearly cost her the throne of Khoros.

"I hope the ghouls are having a better day than me." Snare-oh sighed as Looma and Attea began to catch up to the Thep Khufan, oblivious to where he was leading them, only knowing that they were running after him down twisted hallways and passages and that they were starting to lose their patience with him. They followed him through an opening door into a large room with blank and dead screens dotting the wall with bright yellow and black hazard lines painted in a single stripe along the wall. Terminals and computers were sat against one wall with a testing station with a spray painted target board towards the back of the room, a large machine with a several hoses and tubes and a large ray pointed at a blank wall taking up about half of that space. Assorted tables sat about the place with all manner of tools and oddities on them, everything from mannequins wearing fancy hats and leftover Mr. Smoothy cups to broken droids with saw embedded in their skulls and shelves with all manner of materials on them.

"What kind of trash heap is this place?" Attea wondered, glancing around the room briefly.

"Forget the room! We've got him cornered!" Looma yelled, jamming a finger at Snare-oh as he tried to hide in the back of the room near the large device.

"Can't we just talk this out?" the Thep Khufan whimpered as Attea and Looma edged closer and closer, the later cracking her knuckles and flexing her hands as the former powered up her blaster, prepared to incinerate him while Looma tore apart what pieces remained of him.

"Never!" Looma yelled as she shoved her way past Attea.

"Hey, you're blocking my shot, Four Eyes!" Attea pushed back with her blaster, whacking the end against the sensitive machine next to her. The device rattled and hummed for a few seconds as it powered up; Attea and Looma rushed forward as Snare-oh shielded himself with his arms while the machine whined louder and louder before it suddenly activated, engulfing the three of them in a bright, green and blasting them out of existence temporarily.

A few minutes later, Blukic and Driba came walking back into the lab, a large Mr. Smoothy's cup in each of their hands. "Blukic, did you forget to turn off the teleporter!?" Driba exclaimed upon seeing the smoking device.

Blukic belched loudly after taking a sip of his smoothy. "No, I didn't."

"Yes you did!" Driba argued.

"No, I didn't!"

"Yes you did!"

* * *

"How much for these socks?" Bonita asked politely.

"Which socks?" the sock vendor asked.

"These ones." Bonita replied, holding up a pair of black and white socks with two odd growths on either side of the main tube. The sock vendor blinked and examined both the socks and the strange girl holding them before deciding to play off against her innocent looking appearance and claiming they were twenty-five Taydens each; this did not go overly well with Bonita. "Are you kidding me? These things are barely worth ten!" she protested. "They've already got moth-holes in them!" she added, turning the socks around and pointing out several bite marks in the heels and soles.

"Very well." the vendor replied. "Ten Taydens it is."

"Five Taydens." Bonita corrected.

"Nine." the vendor returned.

"Seven." Bonita countered.

"Eight!" the vendor yelled, slamming his hands down on the counter of his shop.

"Five! Take it or leave it!" Bonita threatened.

"Fine! Five it is!" the vendor surrendered in exasperation as the hybrid smirked confidently and handed over the desired amount before stuffing her newly bought socks into her basket and returned to the group of waiting ghouls.

"Man, ghoul! You know how to bargain!" Venus remarked.

"I've learned a few things here and there," Bonita shrugged, her face flushing a deep red. "Such as how to eat clothes without getting caught."

"You're devious!" Venus laughed as the sock vendor watched them suspiciously; the ghouls then quickly decided to move farther down the street out of earshot, just barely dodging getting run over by a group of Kinceleran kids with a young, Kraaho teen leading the way with makeshift hockey sticks in hand.

"So where to now, ghouls?" Robecca wondered.

"Home, perhaps?" Jane suggested. "I don't like how some of these aliens are looking at us." she whimpered as a large, chicken-like alien and a thug with a bubble-shaped dome over his head frowned and restrained themselves from attacking the ghouls.

"_Si_. Ben would not want to be out for too long." Skelita agreed.

"C'mon, luvs! We can handle anything Undertown has to throw at us, can't we?" Robecca protested.

"She has a point," Venus pointed out. "We've been through a lot with Ben. Not a lot could really take us by surprise."

As soon the words passed over her lips and fangs, a loud explosion came from their right and they looked to see a crowd of alien market goers fleeing the scene as three, nearly identical aliens in dark purple and black armored suits were blasting and shooting at seemingly random things with a pale skinned woman with fiery red hair looted the abandoned shops of their Taydens and occasionally valuable merchandise.

"_Ayuda!_ We must help!" Skelita yelled as she glanced around wildly and finally set on an old, discarded pipe that she quickly picked up and spun around in her skeletal fingers like a weapon as Robecca activated her rocket boots and grabbed a pair of rusted, lead pipes that she clanged and spun around in her fingers like a pair of chain-less nunchaku. Venus summoned a pair of vines from that ended in flaming tips with razor sharp, barb-like thorns sprouting all over arms and legs, forming a sort of armor. Bonita looked frantically around something, anything to use when her eyes caught sight of a discarded blaster lying abandoned on a derelict merchant's counter; she quickly scooped this up and whatever ammo was left over in the stall.

Jane turned to the Nemetrix on her wrist and turned it on, cycling through the roster before selecting Terroranchula and slapping the watch face, only to find that the device was still in recharge mode.

"Then again, it was first made by Dr. Psychobos. And then fixed by Blukic and Driba." Jane muttered to herself as she concentrated on an image in her head and felt the changes begin. She began to grow in size, muscles and tissue building up under her shifting, pulsing skin as her feet ripped through her shoes and melted together into three, strong toes tipped with sharp claws. The back of her top split and tore loudly until it was ripped to shreds as she continued to grow in size and weight. A long, reptilian tail whipped out from the base of spine, smacking against the ground and smashing any stands and carts nearby as it whipped back and forth in anticipation. Her neck jutted outwards considerably from her changing body as every last strand of hair on her head was sucked back into her skull like strands of spaghetti while her skull cracked and splintered loudly, elongating outwards into a massive, crocodile-like snout; needle-like teeth ripped through her gums as her nostrils rotated to either side of her head, just ahead of her sharp, golden eyes as her actual nose hardened and thinned into a small, crest-like structure. Her arms twitched and trembled uncontrollably for a few seconds before mercilessly suddenly exploding in side, easily becoming much longer than any of the ghouls as gigantic claws ripped through her shifting fingers. Her smooth, violet skin began to blister horribly until she was covered in a thick, armor-like coat of scales as several barbs and growths formed on her chin and the Nemetrix formed around in neck as a thick, spiked collar. The final transformation was the sudden appearance of a large, fin that rose from the vertebrae of her spine and only added to her already gargantuan size.

Robecca sneaked a look at her ghoulfriend. "A _Spinosaurus_? Isn't that a bit overkill?" she asked.

The massive, carnivore shrugged its massive arms before returning its attention to the four villains currently shooting up and robbing the market place and let out a massive roar that seemed to shatter the very air molecules into bits; it certainly didn't go unnoticed, as the four criminals snapped their attentions towards the group of ghouls and visibly flinched upon seeing the hulking, prehistoric reptile backing them up.

"What the- that's a dinosaur!" the redhead exclaimed. "Khyber didn't say nothing about no giant lizards!"

"_Kttckyckckcclljkicc._" Sevenseven shook his head before raising his hands and pointing them directly at the ghouls as two, small turrets slid out of his shoulders and glowed an ominous red in color.

"_Jiklkkcccilicc._" Eighteight agreed as she pulled out a seemingly empty sword hilt before she pressed a nearly hidden button on the handle and a glowing, red sword materialized above the hilt, energy crackling across the blade; Bonita winced at the sight, but the confident smirks of her fellow ghoulfriends and the menacing, low growl that escaped Jane's jaws were more than enough to help her regain her confidence.

"We can do this the _fácil_ way or the _duro_ way." Skelita threatened to the best of her ability.

"Was that even English?" Rojo wondered.

"_Kijjlikkcilcc._" Sixsix seemed to roll his eyes; it was hard to guess, considering his entire face was covered by a helmet.

"Well, you don't have to be so snarky about it." Rojo grumbled as she raised both of her arms and activated a pair of wrist-mounted blasters as a cruel smile crossed her lips. "Light 'em up!"

"_Jckilckckcuujkilic!_" Eighteight yelled something that Bonita assumed was some very foul language.

"I am so too the leader!" Rojo yelled. "And I'll prove it by putting a hole through the android's head! And chest! And gut! And pretty much every other valuable part of her worthless, metal corpse!"

Bonita stole a quick glance at Robecca and winced slightly when she saw her eyes narrow and a hot cloud of steam puff out of her ears as she jammed one of her pipes forward at the four bounty hunters. "CHARGE!" she screamed at the top of her artificial lungs.

Jane unleashed another bellow and stomped forward, stepping over her fellow ghoulfriends as she clamped her jaws down around the upper torso of Sevenseven and shook her head like a dog, her dagger-like teeth cutting clear through the Sotoraggian's armor as she tossed her head back and Sevenseven up into the air before clamping her jaws around him again and throwing him into a stand that use to sell tentacles with various sauces and dips before the owner abandoned it; the stand was reduced to splinters and shards of metal as the _Spinosaurus_ roared and repeatedly stomped her foot down on the Sotoraggian's chest, denting the armor with every crushing movement of her foot, but not breaking it.

Venus cracked her whips loudly, smirking a toothy smile as the vines wrapped around the bright, red blade of Eighteight's power sword and yanked back as hard as she could, retching the weapon from the Sotoraggian's grip and sending it through the air where it impaled itself into the ground out of reach. Eighteight growled something in her native tongue and gave a 'come-at-me-bro' gesture with her sharp claws; Venus narrowed her eyes and cracked her whips again, lashing Eighteight across the face and striking her between her armored breasts as Eighteight defended herself by blocking the majority of the attacks with her arms and wrists before she lashed out with her leg and sent Venus down to the floor; the Sotoraggian took the chance to back flip over the fallen plant monster and grab her sword, raising it behind her head as Venus climbed back up to her feet.

"_Cikliccckiklicllicklc!_" Sixsix spat as he shot up into the air on his mounted jetpack and reached behind his shoulders and pulled a pair of laser guns and fired them at Robecca, missing several times before he managed to strike her; unfortunately, the lasers did little else but bounce harmlessly bounce off of Robecca's copper skin as she flew at him with her rocket boots and whacked him across the face with one of her pipes as she jammed the end of the other one into Sixsix's gut. She was about to strike him over the head with the pipes again when a loud whine caught her attention, and about half a dozen missiles came launching out of the pods on Sixsix's shoulders, each missile slamming into Robecca's frame and sending her plummeting down to the ground where she smashed right into a cart that sold mealworms on a stick. Sixsix down straight down towards her, prepared to finish her off when she was down when he was suddenly captured in Jane's jaws and crushed viciously before being dropped to the ground and stomped on.

"I'm okay, luv." Robecca groaned as the _Spinosaurus_ lowered its head down to her level and growled with concern. "Dented and barely functioning at full capacity, but okay."

Bonita fumbled about with the blaster in her fingers, not quite sure how to use properly as she clumsily forced the ammo cartridge into the empty blaster's slot before looking around for something to shoot at when a wooden beam came flying right at her and just barely missing her by inches. She turned to see Rojo grinning wickedly, cracking her knuckles as she activated her wrist-mounted blasters and fired at the hybrid, aiming directly for her head and chest; Bonita just barely managed to dodge and weave around the blaster fire, the tip of right wing getting singed slightly as she ducked down to the ground.

"Come out of there so I can squash you like the bug you are!" Rojo snapped angrily before she was suddenly whacked over the head. "What the-" she started before she was struck again in the chin, her head snapping back as she stumbled around and held her bleeding lip. She turned to see Skelita spinning her lead pipe around in her skeletal fingers, sporting a toothy grin that sent shivers down Rojo's spine; whether this was because she was actually afraid of Skelita or the fact that she was fighting a walking, talking, breathing skeleton of all things, was up to debate.

"I am gonna break every bone in your . . . well, you know what I mean!" Rojo yelled, completely unsure of whether Skelita even had a body. She quickly fired off her wrist-mounted blasters again, forcing Skelita to defend herself with the pipe she had picked up, spinning the weapon in front of her like a fan to deflect all the blaster fire directed her. The skeleton grimaced and suddenly lashed out with her staff, whacking Rojo across the face and through the air where she absentmindedly smacked away by Jane's tail as she dealt with Sevenseven.

"How are you even able to move with any muscles!?" Rojo cursed as she staggered to her feet, nursing several cuts and bruises from the wreckage.

"What you ask has been been pondered for _muchos años,_" Skelita grunted as she blocked a strike of Rojo's razor sharp, metal claws. "And I am sorry to say that there is no answer to your question. Not even know how we do it."

"Then die, freak! Die!" Rojo screamed as she slugged Skelita in her skull and popped her head clean off; her body continued to fight against the mercenary, despite the fact that her head was missing. The body deflected swipe after swipe of Rojo's claws and jumped and ducked under her lashes and kicks before she succeeded in punching the body in the ribcage, breaking several ribs as the skeleton went flying and landed next to Skelita's head, breaking apart into a pile of bones within the confinements of dress and top.

"Your next, you half-born freak of nature!" Rojo growled at Bonita as she pulled Skelita's pipe out of the wreckage and patted it threateningly into her open palm; Bonita gulped and took aim of the redheaded mercenary before squeezing the trigger on the forgotten blaster and firing with her eyes shut tight, her arms nearly being torn out of their sockets from the recoil as she succeeded in blindly striking Rojo in the shoulders and stomach region, occasionally firing into the wounds that dotted Rojo's body and making them bigger.

"AAAGH!" Rojo screamed in agony. "No more! No more!" she begged as Bonita ceased fire and started breathing once more, not even realizing she had been holding her breath the whole time. A small smile crept across Bonita's face when she saw Rojo slump to the ground with a heavy breath and slightly dazed look in her eye; the hybrid would have celebrated even further over her first victory but was suddenly struck from behind by hot laser fire that scalded her pink stained bones and nearly reduced her delicate wings to dust.

"Such lovely destruction." a dark voice purred as Bonita was flipped over onto her back, wincing as the scorch mark on her back was pushed against the ground. Psyphon was standing over her, a sharp toothed grin on his face as he drew back his fist and slugged her in the throat, forcing out a pained cough from her lips he then grabbed her by the front of her shirt and lifted her off the ground before he threw her into a lone vendor cart, destroying it and sending Bonita out of the fight.

"It is only a matter of time before Ben Tennyson shows up." Psyphon grinned wickedly.

"Affirmative." Khyber agreed as he stepped out of the shadows and watched Jane take on all three of the Sotoraggians at the same time for a brief second before they were thrown off and sent back to their individual battles; the huntsman narrowed his eyes when the Spinosaurus suddenly disappeared in a whirl of purple scales and skin before being replaced by a large, indigo furred mammoth that wrapped its trunk around Sevenseven and slammed him into the ground. What angered him even further was that he noticed the Nemetrix around the prehistoric elephant's thick neck.

"It seems Tennyson has gained a new pet," Khyber frowned. "One that seems capable of changing shape all on its own."

"An unforeseeable turn of events, unfortunately." Psyphon mused darkly. "An act I mean to rectify."

"Hold your fire," Khyber stopped him. "The beast is mine." he said in a tone that said there was no argument whatsoever as he rushed into the fray and grabbed a wooden beam, planting it firmly into the ground and using it like a pole vault to launch himself at the woolly mammoth, landing skillfully on the animal's large tusk and whipping out his sword, aiming for the mammoth's vulnerable eyes as the animal trumpeted and tried to shake him lose; Jane succeeded in managing to push the huntsman's aim off just enough that the sharp point of his blade just barely missed her vulnerable eyeball and merely sliced off a few hairs on the side of her head. Just as Khyber was about to take another swing, the mammoth vanished in a whirlwind of purple fur and skin and seemed to vanish.

"Hmmm. An interesting turn of events." Khyber hummed as he landed back on the ground and noticed that in the place of the bulky, prehistoric animal, was a somewhat frightened girl with violet skin and deep indigo locks with magenta streaks. "I can assume you are not Tennyson's pet?" he frowned.

"I-I don't know w-what you're talking about." Jane flinched under the huntsman's steely gaze; it was then that Khyber's attention caught sight of the Nemetrix fastened securely to Jane's wrist. That was when his expression turned from annoyed to anger.

"How dare you posses my Nemetrix!?" he yelled, swinging his sword and just barely missing Jane's head as she ducked out of range.

"You're Nemetrix?" Jane wondered as she back flipped out of the way. "I believe, considering it's strapped to me for the rest of my life, that's mine!"

"Then I'll make your life much shorter." Khyber hissed as he swung his sword twice, forcing Jane with every swipe before raising the blade above his head and plunging it downward, just barely missing Jane's nose by an inch. With little option left, Jane turned to the Nemetrix and slapped the watch face without looking at what she had selected, engulfing herself in a brilliant, red light. Her entire figure turned a single shade of deep purple as her clothes dissolved right off her body before her entire body liquidated into a thick, slushy soup that easily slipped through the cracks and openings between the vines. The pool of purple liquid started to bubble furiously before it began to shape and form itself into something else, forming four, powerful legs, a long, cat-like tail, and a mane of gooey clumps that formed rounded spikes along its back and face made entirely out of its wet, purple goo; large, swirling green spots formed on its figure and the Nemetrix appeared out its neck, completing the transformation.

Corrosive gave a wet roar and pounced on the huntsman, secreting a hot, acid from its paws as Khyber took a swipe of his and cut right through the animal's neck, the blade passing harmlessly through the slimy composition of the Galper Nuth; the huntsman narrowed his eyes as Corrosive bellowed again and sank its teeth into his shoulder, tearing off the bony horn of the skull armor before Khyber shoved her off of him and back to the ground.

"No shortage of ways to hunt my quarry." he growled.

* * *

They reappeared in a flash of brilliant, green light in the middle of what seemed to be a bar of some kind, scattering startled customers in all directions as they crashed landed on and destroying a table. With a grunt, Looma hefted herself up and shook off Attea with a quick shake of her shoulders; the Thep Khufan buried beneath moaned and staggered to his bandage feet, repairing any damage done to him through the crash.

"Where are we?" Looma frowned.

"Offhand, I'd somewhere in Undertown." Attea grumbled, rubbing her aching skull. "That just means there'll be more destruction on our part just trying to get you!" she grinned happily.

"And that makes you happy!?" Snare-oh wondered.

"What can I say? I'm just naturally cold blooded." the Incursean grinned wickedly as she cocked her weapon once more.

"Yes, you mentioned that several times." the Thep Khufan sighed with a deadpanned expression before he was suddenly engulfed in a bright, green light as the Omnitrix timed out. "Seriously? Seriously!?" he cried as he just barely managed to dodge a blow from Looma's fist that reduced the table behind him into splinters; the rest of the patrons in the bar quickly fled the scene as the bartender disappeared through a hidden trapdoor he had installed for similar emergencies.

"Hey, no fair!" Ben protested as he quickly accessed the Omnitrix and simply slapped the activation button without looking at what he had selected; the situation required urgency, not quality as the green light washed over him and began to change his DNA into something the world had never seen before. His skin turned light blue and became smooth and slimy in texture as his arms were sucked back into his shoulders with a loud cracking sound until all that was left were his hands hanging limp at his side. His jaw jutted outwards as his skeleton became thinner and more flexible than before, a set of gills appearing behind his jaws; a shark-like fin rose from his back region as his neck became none-existent, his head fusing with his chest as his body shrank and became more rotund. His legs shrank until they were practically sticks with feet attached to them and a loud cracking sound caught his attention as a small fish tail popped out from the base of his spine. A green chest brace with the Omnitrix at its center materialized on his body, completing the transformation.

"AGH! Not what I had in mind!" Walkatrout screamed as Attea grinned wickedly and lashed out with her tongue, snapping it like a whip and just barely missing the slippery, little fish as he tried to run and tripped on his own feet, rolling and tumbling around like an out of control bouncy ball.

"Hold still, you seafood platter!" Attea demanded.

"I couldn't even if I wanted to!" the Ickthyperambuloid screamed as he rolled and slid about; Looma watched him carefully before suddenly lunging at him and managing to grab him in her arms. Before she could manage to cry out in triumph, the Ickthyperambuloid slipped free and into the air. The Tetramand grabbed him with one of her hands and held him tightly, only to have him suddenly slip free again. Like a slippery bar of soap, Walkatrout was juggled from clenching fist to clenching fist, Looma's patience wearing thin with every passing second until she managed to grab him with all four hands and brought him up to her face, a devious smirk crossing her lips.

"I don't suppose this is one of thos catch and release deals?" Walkatrout chuckled nervously.

"No." Looma simply said before she started to squeeze him with all her strength, attempting to crush his skeleton from the inside out and reduce him to a gooey pulp in her hands before he suddenly slipped free again and shot directly at her face, smacking her in the jaw and knocking her to the ground.

"Can't catch me!" the Ickthyperambuloid cackled as he swatted Looma's chin with his tail before making a hasty retreat, dodging blaster fire from Attea as he ducked behind a fallen table and slapped the Omnitrix disk on his chest, engulfing himself in a bright, green light. His skin hardened into a thick exoskeleton, becoming jointed and plated as it turned green. His bones vanished as skull became pointed and even thicker than before. His teeth became sharp and his eyebrows became pointed as his eyes turned green and quick sighted. His legs bent backwards, a slightly painful process as a sort of webbing formed between the joints. His toes disappeared, three sharp claws taking their place, two in front, one in back. His two middle fingers disappeared, the ones left becoming sharp. He felt muscles packing themselves on top of each other in his legs as his body became divided into two sections, his butt expanding out into a slim thorax. A set of black and green overalls formed over his body as spines formed on the back of his arms and legs, completing the transformation.

"Perfect!" Crashhopper grinned a toothy smile. "Except for the fact that Looma can jump as high as me any day and that I'm practically a snack to Attea!" he added with fright as Attea snapped her tongue and just barely missed striking his head.

"Come back here, Delicious!" Attea cried as she gave chase after the bounding, alien insect while Looma climbed to her feet and rushed after her partner.

"AAAGH!" Crashhopper screamed as he bent his legs and shot up into the air and landed on a rooftop. He quickly ran along the rooftop, jumping over alleyways as Attea fired at him from below; Looma bent her own legs and soared up into the air, landing on the rooftop behind him and giving chase. The rooftop chase continued for several blocks as Attea continued to snipe from below, just barely missing every time before Crashhopper always managed to leap out of harms way to the building in front of him or the business across the way, effortlessly clearing the gap between either side of the road as Looma struggled to keep up with him; her heavy, Tetramand body was working against her in this situation. It wasn't until Attea fired her weapon and blasted the area Crashhopper just landed on, sending the alien insect flying out of the sky and crash landing down into an alleyway.

"Does my appearance _bug_ you?" Crashhopper cracked nervously.

"More than you will ever know, Tennyson." Looma growled as she landed on the ground behind him, cutting him off as Attea appeared on the other end, effectively trapping him.

I know I've said multiple times before, but prepare to die, Bug Eyes!" Attea as she aimed her weapon at Crashhopper and powered up the weapon, a loud whine filling the area. "Say yer prayers!"

"Don't I get a final request or something?" Crashhopper whimpered.

"NO!" the two alien woman roared at the top of their lungs as Attea pulled the trigger and fired, striking Crashhopper in the chest and blasting him backwards into Looma, sending the two of them flying into the air and clear across Undertown.

"Oh, ribbit." Attea cursed as she rushed to what she hoped was the right location.

* * *

Robecca yelped as she dodged a swipe of Eighteight laser sword, ducking under the blade as it sliced off just a few stray hairs from her head. She popped back up and fired off her rocket boots, shooting up into the air in a cloud of smoke and twisting and turning to dodge blaster fire from Sixsix as he took several potshots at her before returning his attention to Venus, firing his blasters and singing her arm as she danced and twirled out of harms way.

"We can not keep this up for much longer!" Skelita's skull cried her hand bones skittered around on their fingers, slowly gathering up her pieces and putting them back together at an agonizingly slow pace; normally such matters were quick and easy, but with the constant movement of her fellow ghoulfriends the enemies currently trying to kill them, her bones were often sent scattering in all directions, making her job a lot more difficult than it should have been.

"As much as I hate to admit it, she makes a point!" Venus yelled before she viciously cracked her whips again and wrapped them around Eighteight's arms, yanking them back as hard as she could and succeeding in landing the Sotoraggian on her face; the bounty hunter didn't stay down for long and grabbed hold of Venus's whips, pulling them back effortlessly and pulling Venus with them, sending her flying over Eighteight's head and into the rubble of another stand.

"Venus!" Robecca cried.

A loud roar caught her attention for a brief second and she looked to see Gore-illa explode out of the remains of a small shop, reducing it to splinters as the large, alien ape became a tornado of blades that came storming towards Khyber, obliterating anything between it and the huntsman as it whirled around the destroyed marketplace. The Paludemian roared and stopped spinning for a second to beat its chest before grabbing a wooden beam and chucking it at Khyber; the huntsman raised his sword and effortlessly sliced clean through the wooden beam. Gore-illa narrowed her eyes before becoming a cyclone of destruction once more, charging straight at the hunstman and prepared to slice him to ribbons.

Khyber smirked and suddenly dropped to the ground, lashig out with a leg and swiping out the Paludemian's legs from underneath it, totaling it effortlessly and stopping the whirlwind of blades. The large ape snorted from the ground and slapped the Nemetrix disk on the sash across her chest, engulfing herself in a bright, red light. Jane felt her body elongate and become segmented, stretching out to a good thirty feet. Her arms bent in two more places as they hardened into insect-like legs before splitting into four extra pairs as random, curved spikes sprouted all along her back as her legs fused together into a tail with a clawed end. Jane's face bulged outwards into a toothed beak as row after row after row of sharp teeth ran down her throat all the way to her stomach. A thick, red, spiked collar appeared around the gigantic, beaked worm's neck, completing the transformation.

Slamworm let out an earth-shattering screech before it fired a round of wet, acid globs from its toothed beak, creating a smoke screen of sorts as Khyber was forced to step back out of harms way; the Slamworm took the opportunity to jam its head into the rock beneath it, burrowing underneath and out of sight. The huntsman grimaced and clenched his grip on his blade, shifting his foot on the ground as he closed his eyes and waited for the telltale vibrations that would appear when the Slamworm would attack from beneath and swallow its prey whole, grinding them up with the rows of teeth that slithered down their throat.

The ground suddenly exploded into rubble next to the hunstman as Slamworm came arching out over him, screeching loudly as it tunneled back into the hard rock; Khyber took the shallow opportunity to strike at the massive worm with his blade, leaving a deep, long cut that ran nearly a dozen feet on the predator's body before it managed to slip all the way back into the ground.

Rojo had come to after a while, and she was more than a little ticked off with the ghouls as she quickly scattered Skelita's nearly fully assembled skeleton with a swift kick of her foot before she returned to aiding Psyphon in trying to shoot down Bonita as she twisted and turned and flipped through the air like an aerial stunt pilot, pulling off seemingly impossible tricks and twirls just so she wouldn't get blasted by the two, vengeful villains as they fired from below.

As much as Robecca hated to admit it, they wouldn't last for long against the seemingly pathetic team of villains. But between the sheer amount of weapons the Sotoraggian siblings possessed, Rojo's fiery temper, Psyphon's determination, and Khyber's unmatched knowledge of the galaxy's various life forms, they were outmatched, not to mention outnumbered. Unfortunately for Robecca and the ghouls, they wouldn't be able to make it away without casualties of some form or other; in order to get away, she was going to have to swallow what little pride she had and call Ben in for back up. She quickly ducked behind and under the counter of a lucky vendor stand that had managed to remain intact throughout the whole fight and slipped her hand under her shirt, opening up a small hatch just under her cleavage that held a small communicator Ben had given to her a couple of days after returning to his home universe.

"Come on, come on, pick up," Robecca chanted under her breath as the battle raged outside; Venus grew the thorns on her arms longer and crossed them in front of her face to protect herself as she rushed at Sevenseven, hopping to pierce through his tough armor as she slammed into him and sent the both of them tumbling.

"Yes?" a high-pitched, yet masculine answered from the other end; Robecca swore her artifical heart stopped beating for a second.

"Ben, please don't be mad when I say this, but we need your help." Robecca sighed.

"Why would I be mad?" Crashhopper wondered.

"Because we went down to Undertown." Robecca admitted.

"Well, that's not so bad," Crashhopper sounded unconcerned.

"Who are you talking to!?" a deep, feminine demanded from the other end.

"Who is that?" Robecca wondered.

"Oh, um, Robecca meet Looma. Looma meet Robecca." Crashhopper simply said. "Or, in simple terms, my current girlfriend meet my ex-never-has-been-girlfriend."

"I thought you were already in a relationship with the moldy one!?" Looma sounded irritated.

"It's complicated, but I have multiple girlfriends who prefer to be called ghoulfriends," Crashhopper explained calmly before suddenly yelping in pain. "OW! Not the face again!"

"Ben! What's going on there?" Robecca wondered nervously.

"Well, to make a long story short, the peace confrence between the Tetramand and Incursean empires did not go well, and Attea and Looma decided to team up and kill me and Nefera." Crashhopper explained. "Seeing as how Looma seems more angry than usual, I suspect she'll try to go after you ghouls after she's done with me. Oh, and she and me are currently plummeting towards the ground at a super scary rate that would probably make me wet my pants if I had any."

"Where are you?" Robecca wondered nervously.

"We're about to crash land into some junkyard that looks like it- wait, why are Rojo and Psyphon trying to kill Bonita!?" Crashhopper yelled angrily.

"That's what I was going to say," Robecca sighed unhappily. "We stayed out for longer than you wanted us to."

"How long!?" Crashhopper demanded as the sound of more fighting came from the other end.

"About . . . four hours?" Robecca winced.

The other end went silent for a second before an ear-splitting crash consumed her entire eardrums and sent her sprawling as an outside force of some kind sent her flying across the stall and through the wall as the shop itself was destroyed; the entire battle paused for a second to see what had decided to interrupt their game and see which side it would chose to fight for. A green, clawed hand shakily rose from the crater and set itself down on the ground before pushing and hauling up Crashhopper's weight.

"That'll learn ya not to mess with everyone's favorite insect!" Crashhopper said with a slight slur, possibly suffering a mild concussion of sorts from the crash as Looma groaned in crater, dazed; the Omnitrix timed out seconds later as Ben fell to his knees, clutching his head.

"_Jkiilickccikljckc!_" Sevenseven cheered.

"No, I was the one that said Tennyson would show up!" Psyphon yelled at the Sotoraggian before all three siblings drew out every weapon they owned and pointed it directly at him. "Is this about the date thing?" he whimpered.

"_Cjhikckclckc._" Eighteight growled.

"Would you let it go already!?" Psyphon screamed.

"Psyphon!" Ben grumbled. "I should have known you were behind this . . ."

"Oh, not just me, Tennyson." Psyphon grinned wickedly.

"Yes, I know. You're just the only one I can focus on at the moment." Ben groaned as he staggered to his feet and rested his hands on his knees. "Give me a minute."

"Yeah, we'll do that," Rojo rolled her eyes. "And in the meantime, we'll slaughter your girls!" she gave a cruel smile as she aimed her wrist upwards and shot a beam of hot, energy from her wrist-mounted blaster, striking Bonita right in the chest and sending her falling right out of the sky and down to the ground. "Another one bites the dust." the mercenary smirked.

"You," Ben frowned once his vision cleared. "Just made a big mistake. Way Big!" he yelled as selected the To'kustar icon on the Omnitrix and slapped the activation button, engulfing himself in a bright, green light. A short layer of gray colored fur sprouted all over his body, leaving only his hands and feet bare as his ears rotated to the top of his head, becoming long and rodent-like in appearance. A loud cracking sound filled the air as Ben's bones ground and shifted, a long, rat-like tail sprouting out from the base of his spine as sparse hairs sprouted out at random points on the new appendage. His toes melted into three claws, his heel pushing out behind his new feet to form a fourth toe; Ben's face bulged outwards slightly into a rodent-like snout, a few stray hairs forming a small goatee of some kind his arms swelled and his chest bulked up with muscle. A thick mane of razor sharp quills grew from the back of his thick neck as a pair of black pants, black tank top with a green stripe down the front, green cuffs, and black, fingerless gloves materialized on his body. The final piece of the transformation was the addition of a green belt with the Omnitrix on it around Ben's waist.

"Or PorcuPain. PorcuPain's good, too." the Espigilagisapien sighed before dropping down to all fours and hissing loudly before he curled up into a ball and fired off a short storm of quills in all directions, hitting Psyphon full in the face and Rojo several times in her arms and a few times in her already swelling lips; Khyber saw the attack coming a mile away and deflected every quill coming at him with his sword, the quills clanging loudly off the blade as they flew in all other directions, embedding themselves deep into the wooden board just next to Robecca's head as she pulled herself out of the wreckage; the Omnitrix timed out seconds later and returned Ben to the world.

"Oh, today just isn't my day." he cursed under his breath as Psyphon and Rojo slumped to the ground, unconscious; the Sotoraggian siblings shook themselves free of the quills that had embedded themselves in their armor and trained their weapons on Ben as he turned to the Omnitrix and quickly selected Cannonbolt before slapping down on the activation button, changing his molecular structure in a flash of bright, green light. His skin began to harden into a smooth covering, little diamonds and crystals racing up his arms and legs to cover him as his bones disappeared altogether and he shot upwards a few feet. Ben felt his jaw line push out a little ways, his teeth fusing together into two, hard plates as his head pinched back into a sharp crest. Two, sharp blades suddenly sprouted from his back as his entire body hardened into a diamond-like substance, a black and green jumpsuit materializing on with the Omnitrix attached to a belt around his waist, completing the transformation.

"And I suspect it won't be a happy ending for you lot either." Diamondhead growled as the Sotoraggian fired off their weapon, the blaster fire either bouncing harmlessly off of the Petrosapien's tough skin or were redirected through the crystal prisms that made up his body and struck the surrounding area, a few lasers being fortunate enough to strike back at the Sotoraggians, blasting Sixsix and Sevenseven in the chest and face, sending them down for the count as their sister skillfully dodged the lasers bounced back at her.

"_Kicjcjkcckiilickc._" Eighteight scoffed at her fallen brothers.

"For once, as a male, I won't take that as an offense statement." Khyber narrowed his eyes at the two male Sotoraggians.

"And for once, we can agree on something, unlike a pair of alien teenagers." Diamondhead said gruffily; the Petrosapien quickly clenched his fists and fired off a round of small, sharp projectiles, the diamonds exploding upon making contact with the ground in front of Khyber and providing cover as he fired off at Eighteight.

"Yield, human!" Looma's voice roared as she hauled herself out of the hole and launched herself at Diamondhead, tackling him to the ground with enough force to snap off one of his back blades. The two of them rolled for a couple of yards before Diamondhead managed to throw her off of him before his hands grew to gigantic proportions that he clenched into fists to beat down on the Tetramand, each blow shattering the rock underneath Looma's feet; the Petrosapien was suddenly struck in the back by blaster fire, and he turned to see Attea rushing at him from an alleyway, finally having caught up with him.

"Now it's time for ya to- wait, who all these freaks?" Attea wondered when she caught sight of Venus, Bonita, Robecca, and a nearly complete Skelita; Slamworm came rocketing out of the rocky ground behind Khyber, slamming him into the ground as the both of them disappeared into another tunnel.

"These would my girlfriends. As in plural." Diamondhead simply said before Looma shattered his hands into thousands of shards and crystals with a quick thunder clap of her hands; the Petrosapien quickly regrew them before clenching his fists and firing off another barrage of explosive crytsals.

Attea ground her teeth as she clenched her fists in anger; how dare he have a girlfriend! Or for that matter, multiple girlfriends! How dare he get a happy ending, while she and Looma had been at each others throats over a somewhat senselesss war. And as much as she and her kind enjoyed the rush of war, the adrenaline rush she got when she lay waste to millions upon billions of lives as their planets were slaughtered for resources for their eternal conquest, their real enemy wasn't each other. "How dare you have an affair! After what we've been through!" she yelled, training her blaster on Diamondhead and firing.

"Oh, you mean the time you took over my planet and only really cared about my Bullfrag transformation? Or the time you tried to kill me and my partner after liberating a captured planet you enslaved through mind control? Maybe the time you tried to kill me and Vilgax for your own nefarious purposes? Or what about the time you and Looma hear nearly overloaded the Omnitrix simply because you couldn't have one transformation or the other!?" the Petrosapien roared as he slugged Looma in the face, dazing her slightly as he turned around on Attea and fired off more exploding crystals at her. "I think after all the time we weren't together, I can chose who I want to be with. And news flash, Ms. All High and Mighty, it ain't you or Looma."

"Well . . . who needs Bullfrag anyway!?" Attea screamed. "All I care about is kicking your ass right now, Tennyson!"

"Something tells me I struck a nerve," Diamondhead grumbled under his breath. "And that she'll probably be crying her eyes out for a couple of nights." he added with a sigh before Looma gave him a swift upper cut to the jaw.

Slamworm came screeching back out of the ground with Khyber between her jaws, loud bellows of agony coming from her serrated throat as Khyber plunged his sword down her gullet, forcing her to spit him out; the huntsman rolled along the ground for a couple of yards before popping back up, waiting for his opponent's next move. The mighy Slamworm retreated back under the ground, exhausted and wounded as a red light encased it and began to change it once more. Jane's body began to swell and bulge uncontrolably, as if she were a balloon being inflated at a frightening rate. Her limbs felt heavy and began to bulk up until they were as thick as trees, her skin hardening until it was roughly the equivilant of solid concrete as her bones thickened and her organs sloshed around inside of her. Her nose was pulled back into her face, every hair on her head being sucked into her scalp as hard knobs and bumps formed on her shoulders and back, a curved row of fleshy growths sprouting from her head. Her tongue elongated and split into two, small growths at the end, her teeth grinding and cracking to become sharp and needle-like. The final transformation was the sudden appearance of multiple, sticky sacks on seemingly random parts of her body as the Nemetrix formed around her thick neck.

"Interesting." Khyber hummed as Mucilator emerged from the tunnel with a loud bellow and charged at the huntsman with shocking speed, the very ground rumbling and trembling underneath it as it rammed into Khyber , flattening him to the rock and running him over before coming to a screeching halt to come back around again. Khyber pulled himself off the ground, sore to say the least, but more than capable of keeping up the fight; he would have his Nemetrix back, and he would have Ben Tennyson as a trophy. And if that meant he had to kidnap his shape-shifting girlfriend to do it, than he was all for it. With a quick movement of his legs, he launched himself up into the air at the alien behemoth's face and drew back his fist, cracking his fingers before hr thrust it forward and socked Mucilator in the face, a loud, sickening crack echoing through the air as the beast bounced back a little and fell on its side, its sides heaving in and out as it bellowed in pure agony; a bright, flash of red light swallowed the massive animal and returned Jane to the world, screaming loudly as she tried to feel her face, wincing painfully when her fingers brushed up against her nose, jaw, or cheeks.

"Jane!" Venus cried before she returned her glare to Eighteight; the Sotoraggian seemed to be laughing at her ghoulfriend's pain and this only irritated the plant monster even more. With a loud roar of anger, she slammed her fists into the ground, commanding gigantic, sharp roots to explode out of the rock and encase Eighteight in their organic, flesh-like skin before she grabbed her special formula and spritzed the large plants with it. Large, sharp thorns popped out of the roots rapidly, a smirk crossing Venus's lips when she heard startled cursing from within. She was to finish off the Sotoraggian once and for all when the roots were suddenly sliced in half by Eighteight as an energy buzz saw that slid out of one of the port on her shoulder easily cut through the roots.

"What is with people and their hatred towards Mother Nature?" Venus wondered sadly as she summoned another pair of whip-like vines from her palms.

Robecca finally managed to get the rest of the wreckage off of her and staggered to her feet, wincing at the dents that pocmarked her copper hide; it was going to take a long time of careful craftsmanship to fix, but that was the least of her problems. She watched as Diamondhead raised his hands above his hand, her eyes widening as large crystals suddenly jutted out of the rocky ground all around him before suddenly being pulled into the air, smashing together and molding into a single, gigantic crystal that the Petrosapien thrust his hands downward, smashing the crystal down on top of Looma with extreme force. Robecca winced and peeked through her fingers, not even realizing she had been covering eyes, and sighed with relief when she saw that while Looma was indeed still alive, she was simply unconscious and suffering several nasty bruises and scraps.

"Tough, old bird, isn't she?" Robecca muttered to herself; the Omnitrix timed out seconds later, leaving Ben to dive behind an empty vendor's stand as Attea fired at him. Ben panted heavily, trying to catch his breath as the now very vengeful Attea seemed to fire willy-nilly, unsure of where he seemed to be. A loud scuffling sound caught his attention and he raised his hand above the Omnitrix to defend himself before he realized it was simple Robecca taking cover with him.

"Remember when I told you I didn't want you ghouls to stay out to long?" Ben practically whispered. "This was why."

"You were afraid we would get carried away with shopping?" Robecca hoped.

"No, I would only say that if I was Draculaura's boyfriend, which I am not," Ben shook his head. "The reason I told you to not stay out too long is because people I care for have a tendancy to get hurt one way or another. I know you and the ghouls are fully capable of defending yourselves, but that was back in your dimension where there's not a whole lot to be scared of. Here, in my dimension, there's a lot to be scared of, and that includes the bad guys that come after me." he explained, trying to stay calm. "If you thought Van Hellscream was bad, then welcome to hell."

"Are these the worst your universe has to offer?" Robecca whimpered slightly.

"Not even close," Ben shook his head. "Just wait until you meet Vilgax."

Robecca shuddered as a loud explosion rocked the ground and the two of them dared to peek out from behind their cover. Eighteight had fired off several missiles at Venus, missing her with the first few and succeeding in hitting her with the rest, blasting her sky high where she crashed into the cavern ceiling above before plummeting back down towards the ground; there was no way Ben would be able to reach her in time as she fell towards the ground at a faster and faster rate, her wild, green and pink locks spread eagle out behind her as she rolled and tumbled through the air. Just when it seemed that Venus would smash into the ground and be reduced to a sappy, green pulp of broken limps, a loud roar shook the cavern and Venus was suddenly snatched out of the air.

"The cavalry's here!" Charmcaster announced with a loud cheer as Dragoon bellowed and blasted a jet of fire down onto the ground, narrowly missing Eighteight and Attea as he descended down to the ground and spat flames from his maw as he stood over Venus's fallen form. "Eat magic, your Terminator Wannabe!" Charmcaster cried as she twisted and folded her hands in complex movements before she blasted a concentrated a beam of pure magic at the Sotoraggian and struck her right between the breasts, blasting her back and into a stand that sold bizarre, alien fruit.

"Ah, if only you were as beautiful as fair Jinafire." Dragoon sighed to Venus before he blasted a jet of fire out from his jaws at Khyber, singing his skeletal armor and giving Jane a chance to activate the Nemetrix a last time, engulfing herself in a bright, red light. Deep, crimson fur sprouted all over her body, covering every inch of her as her clothes started to vanish into thin air. A large, thick, black mane of fur formed on her growing shoulders, spreading down her face and arms as a long, crimson tail sprouted from the base of her spine, growing three spikes on the end. Muscles piled themselves over her back and legs, her toe nails ripping through her shoes as they became wicked claws. Her arms shifted into front legs, her fingers shortening into pads as razor sharp claws grew from her fingernails. Her skull ground and crushed as teeth ripped themselves through her gums, barely even fitting into her mouth until her head caught up with the rest of her, leaving two, saber-like fangs curving out over her bttom lip. Her shoulders became massively muscled as her lavender eyes turned a solid purple with a deadly, black slit for an iris, whiskers sprouting all over the front of her face, completing the transformation.

"What did I say about oggling other girls?" Charmcaster frowned as she lashed her hand out in front of her and sent a shock wave of magical energy through the air, knocking down Attea and Eighteight as she climbed to her feet.

"Ah, but fair Jinafire isn't here yet." Dragoon grinned. "Besides, you are the only girl for me." he added as Repeat roared and split herself into half a dozen copies, all of them snarling and growling as they pounced and tackled Khyber to the ground, grabbing his arms and legs in their jaws and shaking their heads like dogs. The huntsman remained errily calm as he suddenly shoved his hand deep down the Panuncian's throat, forcing the predator to release its hold on him, allowing him to slug the Panuncian holding his other hand captive in the face before jamming his feet down the throats of the other Panuncian's and gaining full freedom. The Repeat clones roared and charged at him again, jaws open and ready to crush his bones to bits as they severed his arms from his body. Khyber seemed almost bored as he punched every copy in the jaw and head, grabbing the last one by its forelegs and flipping it over its shoulder before slamming it down into the ground; a brilliant, red flash of light washed over them all as they fused back together into a single body, returning Jane to the world. The shape-shifter groaned before slumping to the ground, exhausted.

"It seems the prey has tired," Khyber smirked as he clipped his sword back to his belt. "You'll make an excellent hunting dog after some . . . fine tuning." he grinned as he reached down and grabbed Jane by the neck and easily hefted her off the ground, clenching his grip tighter.

"Oh, no-" Ben growled.

"He didn't." Robecca snarled, finishing his sentence; the two of them shared a quick look before Ben turned to the Omnitrix and cycled through the roster before selecting Shocksquatch (considering he hadn't been getting the aliens he had desired, this seemed the easiest way to actually get the one he wanted) and slapping the activation button, the green light swallowing him as he began to change. His skin became more loose, almost a liquid, but not quite. His bones dissolved into nothingness, and even his organs seemed to disappear; but Ben knew they were still there, just a lot more squishy and modifiable than they had been before. His skin turned a shiny black color, racing to cover his everything. His feet molded together into a single, wide toe as he lost a finger on each hand. More mass piled up between his head and shoulders until there was a smooth, slope-like transition between the two. Ben's mouth and nose vanished all together as his eyes crashed into each other and became one. The final additions to the transformation was the Omnitrix in the center of his eye and the appearance of a bright green, circuit like pattern on his skin.

"Lets do this." Upgrade socked his fist into his open hand.

"Lets." Robecca grinned as the Galvanic Mechamorph oozed over to her and engulfed her entire frame, applying pressure in different spots as he slithered into every nook and cranny on her body, smoothing out the dents she had suffered before making the adjustments necessary before the modifications were complete. The copper girl was now a towering twenty feet tall, an utter giant compared to everyone else. She retained the green and black circuit design, but she looked far different. Her black and blue locks were now solid lines of black and green pulled back into a ponytail, framing her single green ring of an eye with the Omnitrix in the center. Spikes decorated her now broad shoulders, and long, thin blades ran down her arms to her wrists, each finger lined with small spikes. Her frame was slimmer, highlighting her bust and ass under a thick layer of protective green and black armor that could with stand a nuclear bomb. She wore a pair of large, thick, spiked boots with sharp bottoms, ideal for stomping and crushing.

"Come get some, Khyber!" Robecgrade roared as she burst out of the shop and destroyed it easily, stopping across the ground, dwarfing Dragoon as he protected Venus and managed to snag Bonita with his tail while Charmcaster relentlessly attacked Attea and Eighteight, steadily being forced onto her boyfriend's back for protection. Robecgrade crashed her fists together as she charged across the obliterated marketplace and grabbed Khyber in her mighty fist, squeezing him tightly as she gently extricated Jane from his grip and handed her off to Dragoon, who carefully swept her underneath his heavy bulk before blasting another jet of fire at Attea.

"This is for trying to take our ghoulfriend!" Robecgrade cried as she chucked Khyber to the ground and stomped a heavy boot down on him. "This is for trying to hunt one of us as a trophy!" the tian added as she peeled the huntsman off of the ground and tossed him up in the air before clapping her hands together like a pair of cymbals, crushing Khyber between them. "This is for all the animals you've ever hunted!" she added as an after thought as she let Khyber fall to the ground where she drove a large fist down on him. "And this is for just because!" Robecgrade roared as a pair of high-tech blaster popped out of her arms and fired at him, blasting him several times before stopping; the robotic titan didn't bother to check on the huntsman as she turned out and shifted her arm into a heavy, spiked mace.

"Anyone else want a go!?" Robecgrade roared. Attea and Eighteight took one look at the mechanical giant before sharing a look and firing off one last blast at Robecgrade's face, blinding her briefly as Eighteight dragged away her siblings and Attea grabbed onto one of Looma's hands, struggling for a few seconds to haul such a great weight before she finally managed to make some head way and ever so slowly dragged her partner away.

"Do we let her get away?" Robecca wondered as the black and green, circuit patterned skin around her face shifted away to reveal her bronze face.

"We've got bigger problems to deal with," Upgrade replied, his head morphing out of her shoulder to talk with her. "We gotta get the ghouls back to Plumber HQ to be treated. And while we're at it, get Khyber some help, too. I think we might have gotten carried away." he said sheepishly; the two of them turned towards the fallen huntsman, only to find an empty crater where he had been moments before.

"Damn it." Upgrade cursed.

"We got Rojo and Psyphon, luv. That's at least something." Robecca said positively.

"I guess so." the Galvanic Mechamorph sighed as he covered Robecca's face once more and and returned Robecca to her original form as the Omnitrix timed out seconds later and returned Ben to the world.

"You guys okay?" Charmcaster asked.

"Yeah, we're fine," Ben sighed, rubbing his temples. "Can you call Plumber HQ and have Blukic and Driba teleport us back? We need to get the ghouls better."

"What do we do with them?" Dragoon wondered, flicking his towards Rojo and Psyphon.

"Take 'em with us. We'll question them later." Ben sighed. "Now just make the call."

* * *

Nefera stirred in her sleep and slowly blinked open her eyes, wincing slightly at the bright light that was shining into them. After her eyes adjusted to the bright light she slowly pushed herself up into a sitting position before her hands clapped to her head, her fingers pressing down on her skull in an attempt to aleaviate the searing pain in her skull. A sharp snap cut through the pain for a brief second before nerve-numbing coldness came over her head; it felt good.

"You okay?" Whisp asked as she held an ice pack she had summoned to her fellow ghoulfriend's head.

"Other than the searing pain in my skull and the fact my hips are killing me, I'm peachy." Nefera said with a sarcastic tone. "I knew Tetramands were tough, but Sphinx, that hurt." she winced.

"If you think you have it bad, you should have seen Jane." Whisp grimaced, nodding her head over her shoulder; Nefera craned her neck to see Blukic and Driba arguing over the proper amount of bandages to use as Jane glanced around the room widly with her eyes, unable to move much of her face.

"I thought you didn't get injuries if you wore the Omnitrix or Nemetrix?" Nefera wondered.

"No, Azmuth hasn't worked out that flaw." Ben murmured as he strolled into the med bay, cracking his aching back. "One time, I got a broken arm as Clockwork, and I couldn't use it for nearly two weeks. And the annoying thing was that was my Omnitrix dialing arm." he added sourly.

"Ouch." Nefera gave a smile.

"So, how are you two doing?" Ben wondered. "Everything going well . . . relationship wise?"

Nefera rolled her eyes to look at Whisp; the genie barely nodded before Nefera turned back to Ben. "Me and Whisp talked earlier this morning and decided to take it slow, start out as something like friends with benefits." the mummy explained.

Ben tried furiously to hide the red color in his face and slight bulge his pants as he quickly shook the images from his head. "Well, whatever works for you two. As long as you're happy." he shrugged; Skelita patted around for her skull for a few seconds before finally finding it and placing it back on her shoulders with a triumphant smile on her lips as Bonita winced as another medic carefully bandaged her delicate wings. Venus was slowly healing herself as she sat under the bright lights of the medical ward and ate the small amount of fertilizer and plant food the doctors would allow her to eat.

"Whisp? Any idea where Gigi is? I need to talk to her." Ben asked.

"You should be able to say her name, and she'll appear before you within a few seconds," Whisp replied. "I believe that's how it works."

"Why do you need to talk to Gigi anyway?" Skelita wondered as she flexed her skeletal fingers and stretched her bony neck.

"It's a surprise." Ben simply said as he bid his ghoulfriends farewell and left the med bay behind, the sounds of Blukic and Driba's bickering voices bouncing off the walls until the doors slid shut behind him. He walked down the hallway for a few minutes before turning and stopping in front of door that automatically slid open upon sensing his body heat; buckets and mops among other cleaning supplies littered the closet as Ben stepped inside and waited for the door to slide shut and shower him in darkness.

"Gigi, I need you." he said rather quietly. It took exactly five seconds for a puff of deep, magenta colored filled the janitors closet and Gigi flashed into existence with her arms folded over her chest and her legs dissolved into nothing more than a whispy tail that she used to float above the ground.

"You called, Finder?" she recited.

"First of all, please don't call me that," Ben sighed. "And second, I'm ready to use the rest of my wishes. And it's . . . well, it's not going to make some people happy." he sighed.

"Whatever you wish, Ben." Gigi bowed her head without judgement.

Ben was about to make his wish before he decided to get a second opinion. "Gigi, can I ask you something?" he asked.

"Anything." Gigi smiled.

"If you were trying to protect someone you loved, how would you do it?" he asked.

"Well, I can't really say I speak from experience, being both immortal and indestructable," Gigi sighed. "If my Dad or Whisp were trying that, they'd probably do something like give the person skin of stone or make them invisible or something like that. Maybe even give them a sombreo that makes a protective force field when worn."

"Okay, that actually sounds . . . pretty inventive." Ben shrugged. "But how would you do it?"

"Well . . . if I had a choice, I'd probably give them the same powers as me. You know, without all the magic and stuff; just indestructability and immortality."

"Do you think they'd want it though?" Ben pressed. "Do you think they'd want that kind of protection? To live forever while everyone else while others will wither away? To be unkillable while innocent lives are lost?"

"I would ask them first," Gigi replied. "I wouldn't want to upset them."

Ben nodded. "Okay."

"Are you ready to make your wish?" Gigi asked.

"Yeah, I think I am." Ben nodded before sucking in a deep breath and letting it all out. "I wish that I had a complete Omnitrix for each one of my ghouls, but Jane." he wished.

"Why leave Jane out?" Gigi wondered.

"She already has the Nemetrix," Ben replied. "And I'm not sure if combining both of them is a good idea." he added.

"As you wish." Gigi blinked at the request, but granted it nonetheless, folding her arms across her chest and jerking her head down, the entire janitor's closet filling up with a bright, white light that forced Ben to cover his eyes. Seconds later, the light down, and exactly sixteen, identical Omnitrixes sat in Ben's waiting hands, dead and awaiting for their new hosts.

"Seventeen copies of the universe's greatest weapon." Gigi breathed. "Azmuth won't be happy about that."

"I'll deal with him later." Ben replied. "I'm ready to make my final wish."

"So soon?" Gigi quirked an eyebrow.

Ben nodded. "I wish you forgot that you ever made this wish or met me here and that you went back to wherever you were before I called you here." he finally gave a breath. "Man I hate making really specific wishes."

"It's the only really safe way to make them," Gigi smiled. "But why wish for me to forget?" she wondered.

"To make it a surprise." Ben grinned.

Gigi rolled her eyes but folded her arms over her chest anyways. " Alright. As you wish." she jerked her head and a bright, light filled the janitors closetbefore dying down;the geniei was nowhere in sight, leaving Ben and the sixteen Omnitrix copies alone in the janitors closet.

"Azmuth's gonna kill me." Ben sighed as he slipped the sixteen copies into his pockets and turned to his own Omnitrix, cycling through the roster before he selected the alien he needed and slammed down on the activation button. His bones became lighter, hollow actually, his arms stretched out a little bit. He was forced to hunch over slightly as his skin turned blood red in color and six slits formed in his flesh where his ribs would be. His fingers fused together into three long claws. His toes morphed together into two talons as his heel ground against his foot and formed a third toe jutting out behind him, his mouth widening across his face. His eyebrows hardened into yellow crests that looked like a pair of devil's horns as they grew upwards above his green eyes. A tail sprouted from the base of his spine as a thin, yellow membrane formed from his wrists to his waist. A pair of black briefs and a green strap vest materialized on his body, the Omnitrix appearing on the vest's hooker.

"Lets make this quick." Jetray sighed as the janitors closet door slid open and the Aerophibian swept down the hallway and towards the cargo bay doors; he had work to do.

**And there we go!**

**I have to thank _Morantis_ for rather unintentionally giving me the solution to Nefera and Whisp's relationship; if you ask me, their relationship was too forced, despite all the hints I dropped. So, thank you, man (or gal).**

**Now for all of you dinosaur people out there, I am aware that paleontologists have agreed that _Spinosaurus_ apparently walked on four legs instead of two, and was apparently more aquatic than terrestrial. While I agree that _Spinosaurus_ was probably capable of swimming or at least fishing in rivers, I personally prefer the previous, two-legged version than the newer version. Just want to make that clear; don't want another "_Tyrannosaurus Rex_ Fiasco" like last time.**

**Don't forget to check out the poll I've set up on my profile, and if you have any questions about "We're All Monsters", the Ever After Sequel (I assure you that is not the title), the one-shot series, or even about myself, just send them to me in the reviews or PM me.**

**As always, comment, review, suggest, and request down below!**

**Hasta Luego!**


	54. End Game

**And here it is, ghosts and ghouls! The second to last chapter of "We're All Monsters!"**

**After approximately nine days, nine hours, fifty-five minutes, and thirty-two seconds (as of this moment) of writing, copying, pasting, editing, and rereading, it's here! Oh, my ghoul, you would not believe it! 64 pages and exactly 36,077 characters according to this editor!**

**As always, comment, review, suggest, and request down below!**

**Onwards!**

Spectra stirred slightly as she rolled over in her sleep, reaching for the familiar warmth that usually was next to her in such time. It was odd, if one were to think about it; someone who was normally icy cold to the touch, sought after someone who was normally so warm to her that it sent shivers up her spine. She patted around for the normally soothing, warm source of body heat that usually slept bu her side, but her pale, translucent fingers came up empty handed, grabbing nothing but empty sheets. Frowning slightly, the young ghost opened her eyes and yawned, stretching her aching limbs. Once she was sure she was fully awake, she looked to her left where Ben normally slept to see his spot was empty; on the other side of Ben's usual spot was Lilith, her wings hanging slightly over the edge of the bed.

Confused, Spectra floated off the bed and silently flew through the air over the dozing ghouls, only pausing slightly when Jane shifted in her sleep to hug Robecca's lifeless body to her. She effortlessly phased through the bedroom door and down the hallway, heading towards the living room area when a pair of whispering voices caught her attention coming from the opposite direction. She quickly tried to supress her reporter instincts, but she eventually gave in to the nervous habit, following the voices to Sandra and Carl's room; she hovered outside of the door for a few minutes, debating whether or not she should interrupt their conversation or eavesdrop and hope they wouldn't notice her.

On one hand, there was little chance that they would notice her. With her translucent skin and ability to phase through walls or teleport occasionally, she was the master of quick getways. On the other hand, there was the small chance that they would notice her and catch her in the act of listening before she could make a clean getaway; and then the yelling and screaming would begin, which absolutely confounded Spectra at times, the way people reacted to finding out they had been spied on. She could understand it during some private matters, but it usually confused her why people reacted the way they did when they caught her eavesdropping.

Spectra shook her head and decided to get it over with, placing her hands on either side of the door frame and slipped her head through the door itself just so they she could see and hear clear enough; Sandra and Carl sat on their bed in their night clothes, talking quietly with the lights off.

"I'm telling you, honey. He can handle himself just fine." Carl reassured his wife.

"But . . . it'll be his first time!" Sandra protested.

"Of course it will be his first time. It can only happen once." Carl rolled his eyes.

Sandra wilted slightly. "I'm just not ready to let my baby boy go so soon." she whimpered.

"We all have to go sometime," Carl sighed, resting a hand on Sandra's shoulder. "It was bound to happen sooner or later."

"I know, I know." Sandra sighed. "It's just . . . he's been missing for four months. And I only just got him back a couple of weeks ago. To think I'll never see my baby boy again-"

"We will see him again," Carl reassured her. "There's email, he's got a cellphone, er, iCoffin, and if we ever need him quickly, he can always turn into that XLR8 alien of his and be here in minutes."

"I know," Sandra rubbed her face with worry and exhaustion. "It's just . . . I'm worried for him."

"You're worried about Ben? The kid whose been singlehandedy been saving the universe since he was ten? The kid who can turn into dozens of alien heroes? The kid who is in a relationship with nearly twenty, monster girls from another dimension?" Carl listed off. "We are talking about our son here, right?"

"You're right," Sandra smiled. "Ben and his ghouls will be fine."

"The only problem I see is actually explaining to them that they're going to ave tp move." Carl chuckled.

Spectra gasped and quickly pulled her face out of the door as she swooped down the hallway, away from the bedroom door; Ben's parents wanted them gone? Did they not want them to see Ben anymore? We're they secretly disgusted that their son had been atracted to such horrifying, revolting creatures such as them? The young ghost had no idea how to properly respond to something like this, as she was more accustomed to merely watching how people reacted to such news. Being forced to behave in such a manner was so alien to her, that she barely even noticed where she was going until she found herself phasing through the kitchen wall and nearly collided with Lady Persephone and Ben.

"Morning, beautiful." Ben smiled. "Sleep well?"

"I guess. Couldn't really tell." Spectra shrugged, trying to hide her nervous demeanor. "What are you two up to?"

"We thought we would try and make breakfast." Persephone replied as she waited patiently beside the toaster. "Considering we gods are not known for our cooking skills, Ben had me try something simple while he handled the more complex things."

"I just want to avoid any messes; my Mom is a neat freak." Ben defended himself as he turned to the Omnitrix and cycled through the roster before he selected the alien he desired and slapped the activation button, engulfing himself in a bright, green light as the new DNA flowed through his veins. His skin began to harden into a rich, brown exoskeleton as his teeth fused together into two tough plates. His fingers began to crunch and grind together until they were a single digit, forming a sort of pincer with his thumb as both digits became larger and sharper. His legs bent into long joints as his toes all melted together into a single claw. There was a sickening grinding sound as Ben's legs split in two, forming a second pair of crustacean like legs. The most noticeable change for Ben however, was his head. It simply exploded in size, growing to be almost five times bigger than his human head had been. Whiskers sprouted from his disappearing eyebrows and chin as Ben felt his brain getting bigger and bigger. He could soon see the world more than just a TV show he could interact in. Rather, he literally began to see how the world worked. Complex equations mapped out the quickest and safest escape routes, analyzed the stunned officer's face and body language, cataloged the different ways it could improve the building's circuity. A green and black neck brace and loincloth appeared around his body, the Omnitrix at the center of the neck brace. The transformation was complete.

"Ah, yes. The avian oospore are simmering quite nicely." the Cerebrocrustacean observed as he peered into the frying pan on the stove. "They should be ready for consumtition in approximetly ten minutes."

"Is there anything I can help with?" Spectra asked.

"Hmmm." Brainstorm rubbed his chin with his claw. "Considering your unique physiology, it would not be wise to assign you a task requiring fragile or warm temperatures. Perhaps you would be able to squeeze us some freshly made orange extract?"

Spectra blinked before she realized what the Cerebrocrustacean was saying. "You mean orange juice?"

"I believe so." Brainstorm nodded.

"Yes, I should be able to do that." Spectra said as she floated over to the counter and reached above her head, grasping the handle of the cupboard and pulling back, only to have her fingers phase through it. With a frown on her violet lips, she grabbed the handle a second time and concentrated as she curled her fingers around it and successfully managed to pull it open; she mentally cheered as she then managed to grab the juicer and set it on the counter without dropping it before closing the cabinet door. Now came the tricky part.

Invisible sweat dripped down her brow as she reached across the counter and managed to grab the lip of the bowl of oranges with her fingers; as she pulled the bowl across counter however, her hand phased through it at the last second, and the bowl tipped over, sending the oranges rolling everywhere much to Spectra's exasperation. She looked behind her with her eyes to see Lady Persephone and Brainstorm oblivious for the moment to her slight problem, but she wasn't about to ask the for help just yet. She concentrated once more and reached for one of the oranges and finally managed to grab it after a couple of tries before she used what little time she had left before she was translucent again and grabbed a knife from the drawer to her left to slice fruit in two. That being done, she set the blade down on the counter top and jammed one half of the orange down onto the rounded spike of the juicer, pushing down as hard as she could and succeeding in squeezing out a little juice from the orange. She went in for another thrust and suddenly phased right through the counter, sending herself into darkness before she pulled herself out again.

"Ben?" she sighed with exasperation. "Can you give a hand here?"

"Certainly, Ms. Vondergeist," Brainstorm bowed slightly as he skittered over. "Although I would like to point out that I have pincers and not dexterous hands like you do." he added as he raised himself up on his jointed legs and grabbed the orange on juicer before expertly twisting and squeezing it so as to get the maximum amount of juices out of it before he moved onto the next orange; Spectra let him do that while she grabbed the remaining oranges and sliced a few more in half before a slight, smoky scent met her nose.

"Do you smell something burning?" she wondered aloud.

"Oh, Sphinx! The eggs are burning!" the Cerebrocrustacean yelped as he left the juicer and returned to the stove, quickly using a claw to turn it off and yank the hot pan off of the burner to save the eggs inside, furiously blowing on them to cool them off; Lady Persephone smirked in mild amusement as she buttered a slice of golden toast, having sent the first batch away before they could be noticed and summoning it after the first few slices were burnt black as charcole.

"Not too bad." Brainstorm sighed with relief as he scooped the eggs out onto two plates with a spatula as the Omnitrix timed out and engulfed him in a bright, green light, returning Ben to the world with the pan and cooking utensil in hand. "Do mind making some pancakes?" he asked Lady Persephone.

"The old fashioned way or my way?" she asked.

"Your way. There is no way I am risking burning the house down over pancakes." Ben said.

"Don't be so dramatic." Persephone rolled her eyes with a hint of amusement as she snapped her fingers and a stack of flapjacks slathered in sticky, maple syrup materialized on the counter; Spectra allowed a small smile to her lips, remembering the last time she had been in the kitchen making breakfast. With breakfast made, the three made their way out of the kitchen and set breakfast on the table as Ben's parents and the rest of the ghouls came from down the hall, stretching their various limbs as they all sat around the table; those that weren't able to fit merely sat on the couches and sofas nearby; Sandra visible tensed up at this upon seeing the tenacious syrup that oozed and dripped down over the pancakes on their plates.

"You made breakfast." Sandra remarked.

"Sorta." Ben admitted. "Lady Persephone summoned the pancakes, but we made the rest."

"See, I told you he could take care of himself." Carl reassured his wife louder than he meant to.

"What are you talking about? Of course I can!" Ben smiled. "I'm Ben Tennyson!"

Sandra gave a weak smile before she decided she had waited long enough and sucked in a deep breath, trying to calm her jittery nerves and her hurricane of a mind; it seemed like a half a dozen voices were screaming inside of her head, telling she do it and yet not do it at the same time, making her brain hurt. It felt as if someone was beating her over the head with a chair, telling her to just get over with it, and yet she didn't want to. She wanted to hold onto her baby boy for as long as possible, never wanting to see him walk out the door of her house and never come back, to him turn her back on her through that door was her worst fear at the moment. She felt a hand on her shoulder and rolled her eyes to see Carl with a reassuring hand on her shoulder.

"Ben, we think it's time that . . . that . . ." she found she could bear say the words; her husband opened his mouth and was about to say the words his wife could not when he was suddenly interrupted.

"Your parents want us to move out!" Spectra suddenly exclaimed before clapping her hands over her mouth. She was met with a mixture of looks, everything from confusion and disbelief to shock and slight relief, her face flushing a bright red with embarressment.

"How did you know?" Sandra asked with barely a whisper.

"W-well, your voice carries quite a bit," she explained. "Plus . . . I was . . . eavesdropping." she admittedly sadly. "It's a habit I've been trying to break, but the reporter inside of me got the best of me."

The room was nearly deathly quiet as all looks shifted to Sandra and Carl. "Mom? Dad? Is this true?" Ben was the first to speak, his face unreadable.

"It's true, son." Carl sighed. "We just think that since you're old enough to be on your own and are more than capable of fending for yourself, we just think it's time you moved on."

"Plus, you and your ghouls can not all stay in a single room for the rest of your lives," Sandra added. "Also, I would like to be able to use the shower with an hour of waking up." she added with a slight laugh.

"She has a point, Ben." Frankie said softly.

"I'm not arguing," Ben replied. "It's just that this a lot to take in at the moment. Especially this early in the morning."

"I'm sure once you've beat a criminal's face in you'll feel better." Lilith reassured him with a smile, earning her odd looks. "What? It's bound to happen at some point or another in the day."

"Do you need help finding a place?" Sandra asked her son.

"Nah, I'll be fine. Besides, the ghouls will obviously have their say in what house I buy." Ben chuckled. "After all, they'll living there too."

"And we'll be willing to help you with any financial issues you should encounter." Nefera piped up. "I am, after all, a princess. Any expenses towards a new home can be easily covered by my family's fortune without any sort of dent in it at all."

Sandra hummed with slight disapproval. "As much as I appreciate the offer, dear, Ben really should do this by himself."

"For once, I agree." Ben nodded, though his voice sounded wistful.

"I insist." Nefera said frimly with a tone that said there would be no argument.

"Fine, we'll compremise. You pay for half, I'll pay for half." Ben suggested. "Deal?"

"Deal." Nefera agreed when a loud beep caught everyone's attention.

Ben sighed and turned to the Omnitrix, tapping it once and waiting for the call to go through when another signaled it had. "Hello?"

"Ben, I hate to interrupt the morning ritual and most important meal of your day, breakfast, but Magister Tennyson has requested your presence." Rook replied.

"What's wrong now?" Ben sighed.

"It would seem that the Circus Freaks have broken out of prison," Rook reported. "As well as that Dr. Viktor, Kuphulu, and Crüjo have mysteriously reappeared back in our dimension, despite the fact that you claim they were being detained and held back in the Monster High dimension you spent four months trapped in."

"Is Zombozo there?" Ben asked.

"He is nowhere to be seen. You have no reason to fear him." Rook said.

"I'm not scared!" Ben protested. "And I'll be there as soon as possible."

"I would suggest you bring Skurd, wherever he is. You will need any upper hand you can bring." Rook suggested.

"Yeah . . . about that," Ben chuckled. "Uh, I ended up recreating the universe back in the Monster High dimension. And Skurd decided to go with his ancestors this time."

"Ah, I see." Rook hummed. "He will be missed."

"Agreed," Ben nodded. "I'll be there as soon as possible." he said as he turned off the communications and cycled through the available roster before selecting Fasttrack and pressing down on the activation button. His skin turned black and blue, forming racing stripes and sharp arrows as sharp spikes popped out of his slightly more muscled arms. Two large horns that formed a sort of mask sprouted from his face, curving backwards to finish off the transformation as a belt formed around his waist with the Omnitrix on it.

"Be back in a flash!" Fasttrack quipped as he bid his parents and ghoulfriends farewell before zooming out of the house and through the front door, forcing everyone to hang onto the kitchen table and couches for a few, brief seconds before everything died down.

"Does he do that often?" Persephone wondered, patting her blad, ivory-skinned scalp before she took her hand flicked her thumb against her cleched fist as if her hand was a lighter; a bright, purple flame suddenly sparked to life on her fingernail. The goddess then touched her thumb to her sizzling forehead and her bald scalp suddenly became engulfed in smoldering, violet flame that crackled over her skull.

"Not really." Carl admitted as he smoothed down his hair. "Nice trick by the way.

"Thank you." Persephone smiled as she snapped her fingers and made all the dirty plates vanish in a bright light. "Any plans for the day?"

"Well, I was going to head down to Undertown to visit Ms. Vreedle," Sandra began sweetly. "She wants help trying to get her Pretty Boys an education! Isn't that wonderful?"

"It is indeed," Jinafire nodded. "However, from the accounts Ben has told us, the Vreedles do not seem to be interested in anything that does not directly relate to criminal activity of some sort."

"Oh, that's just nonsense! They're really sweet when you get to know them!" Sandra laughed it off.

"If it is all the same to you, Sandra, I would perfer coming with you to this 'Undertown'." Persephone said. "I might be able to keep these 'Vreedles' in line should things go sour."

"Oh, it won't come to that, but you're welcome to come along." Sandra smiled. "Carl? Any plans for today?"

"I was going to head over to Frank's house to help him with that fence; ever since he twisted that leg muscle of his, he hasn't been able to get much done lately, even with all the healing balms and potions Gwendolyn sends his way." Carl replied. "What about you ghouls?"

"Oh, you know us," Frankie smiled. "If we aren't fighting crime, we'll shopping. And if we're not shopping we'll be fighting crime. And If were aren't doing either of those, we'll just hang out here and tidy up the place a bit. Maybe start packing some of Ben's things." Frankie listed off innocently.

"Alright, dear. If you have any questions, my number is on the fridge." Sandra nodded as she got up from the kitchen table and stretched before heading back towards her bedroom to change. Within a few minutes, the house was empty, save for the ghouls that had plopped themselves down in the living room, seemingly bored out of their skulls. In actuality, they were plotting something big.

* * *

Fasttrack came a screeching halt when he spotted Rook taking cover behind a totaled car, observing the destruction beyond as the criminals went to town. While it was rather unusual for the Circus Freaks to be without employment from Zombozo, it was even stranger that they were commit a crime in broad daylight; that, accompanied by the fact the three ghoulish minions of Zs'Skayr were somehow back in their home dimension, and it was by far one of the more bizarre things Ben had seen in a long time.

"What are they doing?" Fasttrack asked as the Omnitrix timed out and returned him to normal.

"Strangely, both groups are robbing the local bank," Rook replied. "I do not understand why Zs'Skayr's minions would possibly want with Earth money, considering it is virtually useless anywhere else in the galaxy."

"Either way, we gotta stop 'em." Ben frowned. "Your call, Rook. The Circus Freaks or the Monster Movie Rejects."

"I believe my skills would be better suited to the Cirucs Freaks," Rook chose, removing his Proto-Tool from his shoulder and cocking the weapon, ready fire.

"Suit yourself." Ben shrugged as he turned to the Omnitrix and slapped the waiting activation button without looking at which alien he had selected. Thick, shaggy fur started to sprout all over his body as he gradually grew taller. His jaw jutted out into an ape like fashion. His lower teeth grew larger, curving up over his lip. Muscles piled on top of each other as his arms and legs swelled. Small bumps on his wrists formed, growing harder and more metallic like. His fingers grew thicker and less delicate looking, better designed for smashing things together and ripping things apart. His feet changed drastically as his big toe moved away from his others until it was at a 45 degree angle. The final change was when a metallic three horned prong suddenly appeared right above his eyes, giving him an angered look, even when he wasn't. The Omnitrix appeared on a thick, green belt around his waist, completing the transformation.

"Shocksquatch, eh? Alright." the Gimlinopithecus grinned wickedly as he cracked his knuckles, electricity already dancing across his shaggy, black and yellow fur. With a grunt, the two of them jumped over the trashed car and split off, Shocksquatch heading to the open bank doors and Rook remaining on the streets to fire at Thumbskull and Acid Breath as they raided the abandoned cars on the streets and stole the vehicle's radios and whatever money was left over; Frightwig ignored her accomplices as she rammed the black-balled tips of prehensile locks at an ATM and easily ripped it out of the wall, dollar bills fluttering in the breeze as she smirked and shook the money out of the machine into a duffel bag before casting the empty husk aside and tossing the loot bag over her shoulder. It was then that she noticed Rook firing at Thumbskull, the hulking mutant barely even noticing that he was under attack.

"Hey, Brainiac!" Frightwig snapped. "Use that thick head of yours to get the fuzz off of us!"

"With pleasure!" Thumbskull chuckled as he whirled around and deflected the blaster fire with his oversized nails before charging at Rook with the intention of bowling him over; the Revonnahgander easily saw this coming and pressed a button on the Proto-Tool, firing two cables in opposite directions and waiting until they sunk themselves into the buildings exteriors before pressing another button and zipping up the adjoining cable and into the air, easily dodging Thumbskull and snipping at his back as the cables were snapped back into the Proto-Tool and fell back to the road.

"Nice moves, kid. But it won't save you for long!" Frightwig hissed as she snapped her head forward and cracked her locks like six, razor sharp whips; Rook easily dodged them and them and shifted the Proto-Tool into a bow before firing off half a dozen energy arrows and hitting the tip of each of Frightwig's locks, numbing them. The mutant yelped as her head was suddenly weighed down by her hair, obscuring her view as Rook fired off a brightly orange-colored net and ensnared her easily.

"Time for a little shock and awe!" Shocksquatch cracked as he rushed into the bank and looked to see Kuphulu holding the tellers hostage, his strong bandages wrapped around them like pythons and squeezing them tightly; Crüjo waited patiently as Dr. Viktor used his incredible strength to tear the vault door off of its hinges and throw it out into the lobby, nearly hitting Shocksquatch if he hadn't ducked to the ground.

"Ben Tennyson!? I should have known we would come across your inconsequential presence in this dimension!" Kuphulu spat angrily.

"Well, what did you expect, eh? It's your dimension, too!" the Gimlinopithecus shrugged before he rushed forward with his clenched fists; the Thep Khufan seemed to smirk as he twisted his bandages and threw the helpless bank tellers at him, knowing full well he wouldn't harm them in his mad rush to get to him. The Gimlinopithecus blanked for a split second for he skillfully caught a frightened man and woman in each of his large fists and set them down on the ground once more before he jumped upwards and grabbed onto one of the hanging lights overhead, snagging a frightened woman as she was lobbed at him with one of his opposable feet before setting her back down gently and swinging himself at Kuphulu, smashing his feet into the Thep Khufan's face and knocking him down to the ground where he released a quick electrical charge from his fur and stunned him.

"You grab the rest of the bankrolls," Dr. Viktor instructed his Loboan accomplice as he started shoveling dollar bills into a bag. "I will deal with this barbarian."

"You ever look in mirror lately, Viktor?" Shocksquatch cracked.

"That's Dr. Viktor to you!" the Transylian snapped roughly.

"Yeah, and I'm sure you didn't buy yer diploma off the internet, eh." the Gimlinopithecus grinned as he swung his fist and socked Dr. Viktor in the jaw, snapping his head back as he then slugged him in the gut before relasing a powerful burst of electricity that was effortlessly absorbed by the Transylian's conductors.

"Boy, I really picked the wrong guy, eh." Shocksquatch frowned before Dr. Viktor grabbed him by the shoulders and threw him across the bank's lobby and into the far wall, dazed. "Ow," he winced. "C'mon, give me something good, eh!" he hoped as he punched the Omnitrix and was encompassed by an intense, green light. His soft, pale skin began to darken in color and harden in texture until it was a durable, silicon exoskeleton that was solid all the way through his body, only interrupted by his blood veins as they solidified into pink, crystal-like tubes that ran throughout his entire body and connected with the gem-like crystals that began to sprout and grow all over his body, popping out of his arms, knees, shoulders, back, and head; his fingers cracked and grounded as they were replaced by hard crystals while his toes slowly fused together into a single digit. His eyes twitched violently until they suddenly popped together into a single eye as his jaw jutted outwards and hardened into a hard, crystal structure. A green and white jumpsuit materialized on his person as gauntlets appeared on his wrists and thighs and the Omnitrix appeared on his right pectoral, completing the transformation.

"Holey, moley! It's Chromastone!" the Crystalsapien cried out triumphantly. As he climbed to feet and fired a blast of ultraviolet energy from his clenched fists, nailing Dr. Viktor in the face. With the Transylian stunned, he rammed his head into his gut before flying off the ground and grabbing him by the conductors, sapping Dr. Viktor of his energy before he fired a shimmering beam of energy at him once more and knocking him to floor, dazed.

A loud hissing noise caught his attention as the entire front half of the bank melted into a thick, gooey soup as Rook dashed through the doors with Thumbskull and Acid Breath on his heels, a thick cloud of hot, stinky breath pouring out from the later's jaws that easily ate away at the floor; Frightwig managed to slip her hand through the hole of the net and yank it off of herself, tossing the bag of loot into the Circus Freak's getaway car with her flexible locks before using them as a pair of stilts to follow her accomplices into the bank, a wicked smirk on her face as Kuphulu came to, now seriously ticked.

"This does not bode well." Rook remarked.

"Yeah, even I'm not feeling good about this." Chromastone gulped edged closer and closer as Dr. Viktor climbed off the floor and towered over them, socking his fist into his open hand.

Just when it seemed that the villains would have their way with the dynamic duo, a suddenly flash of light engulfed the entire room, nearly blinding everyone as they shielded their eyes and covered their ears to protect them from the earth-shattering roar that followed until it had died down and left them all nearly deaf and something standing between the two groups. He was tall and well muscled, nearly coming up in height to Dr. Viktor as he rubbed his dark, brown eyes and looked at his surroundings; he had shaggy, black hair and a box-shaped head with a square jaw and large, muscled arms under a lab coat with mysterious stains here and there that covered his mint green, patchwork skin. He looked around, glancing over the villains with confusion and slight disdain until he turned around and caught sight of the Omnitrix on Chromastone's chest.

"Tennyson!" Viktor Stein roared angrily. "What have you done with my daughter!?"

"How about I explain after we stop the bad guys from robbing the bank." Chromastone seemed to frown.

"Fine," Viktor growled. "But after this, you will take me to my daughter. And I will be taking her home, and you will never be allowed to see her again."

"If this is about me being a Normie, we're over that now!" Chromastone yelled as he clapped his hands together and fired a beam of rainbow-colored light at the group of villains and blasted them back just long enough for Mr. Stein to clench his fingers into fists and smash them downwards into the floor, sending a high powered course of electricity through the floor shocking most of the group into slight submission, but leaving others only slightly stunned with smoke curling off their bodies; Dr. Viktor growled and rushed at them, barely even noticing the Proto-Tool fire coming his way as he tackled Mr. Stein to the floor and slugged him twice in the face until Chromastone clapped his hands together and summoned a pair of multi-colored, constructs shaped like large fists, using one to punch the angry Transylian off of Frankie's father and rammed another into Thumbskul as he climbed to his feet.

"You will not harm, Tennyson!" Mr. Stein spat as Frightwig lashed out with prehensile locks and wrapped them around his wrists; the patchwork of body parts yanked back as hard as he could and slugged Frightwig in the face, pulling back every time she was sent flying away only to slug her in the face again until she bleeding from the nose and unconscious. "That is a right reserved strictly for me!"

"I don't know whether I should be scared or not." Chromastone gulped nervously.

"I would not be so nervous, Ben," Rook reassured him. "You have faced far worse."

"That's not what I'm worried about." Chromastone said as he raised the constructs above him head and slammed them down on Kuphulu and Crüjo before punching them into the far wall as the constructs disapated; Dr. Viktor grabbed Mr. Stein by the arm and flipped him over his shoulder before jamming his sharp elbow into his gut and blasting him with a jet of electricity, shorting him out and stunning him.

"Ben, you must short him out!" Rook instructed as he fired at Acid Breath, missing several times before he pressed a button and fired off another smaller, orange, energy net that quickly wrapped around and snapped it around his mouth, trapping it shut and earning another blast to the head, knocking him down and out for the count.

"And how do you propose I do that!?" Chromastone snapped as he rushed at Crüjo and tackled him to the ground, wincing slightly as the alien werewolf's claws raked across his skin.

"Change into one of your electric aliens!" Rook suggested as as he took several pot shots at Thumbskull before pressing another button on the Proto-Tool and firing out a cable from the weapon, the end plunging into Thumbskull's shoulder and sending an electric charge into the mutant, shocking him and sending him into unconsciousness as his smoldering body slumped to the ground.

"If you say so!" Chromastone sighed as he slapped the Omnitrix on his right pectoral before grabbing Crüjo's fist and holding it back as the a flash of green light engulfed him and began to change his changes began almost immediately, starting his skin becoming a dark, midnight black that raced up his arms and legs and covered his face. His eyes widened into large almonds before melting together into a single, green orb. His teeth became sharp his toes all ground together into two claws. He felt an itching sensation at the base of his spine, and craned his head to watch a long, elastic-like tail stretch out behind him, a growth forming on the end that resembled a forked plug. His fingertips become hard and metallic, becoming cube shaped as muscles piled themselves on his arms and chest. Two long antennae suddenly shot out from his skull, unrolling behind him like dreadlocks as forked plugs formed on their ends. His chest and torso turned a dark shade of green as the Omnitrix appeared on his chest and a sharp, tingling feeling could be felt in his fingers.

"Oh, yeah! Feedback!" the Conductoid cheered as he plugged his anteanne into Crüjo's chest and jamming his tail into an open outlet before sending a high voltage of roughly 10,000 volts into the Loboan, making him whine like a puppy that had just been swatted by a newspaper before going limp, his tongue lolling out of his mouth. Feedback then jumped off of Crüjo and onto Viktor's back, clinging on with his plugs as he jammed his anteanne onto his conductors and plugged his tail into one of the hanging lights overhead.

"AAAAGH!" the Transylian roared in agony as the Conductoid overloaded his system with roughly 10,000 volts of electricity, maybe more, acting like a conductor to channel the high levels of energy into him as Mr. Stein took the opportunity to slug the mad doctor in the jaw and deliver a swift kick to his crotch; the Transylian winced and slumped onto the ground as Feedback hopped off and lashed out his anteanne like a pair of whips, knocking him into unconsciousness and ending the fight.

"Oh, yeah! He shoots, he scores!" Feedback exclaimed triumphantly before the Omnitrix timed out and returned him back to his original form.

"Yes, well," Viktor coughed angrily. "Now that is out of the way, take me to my daughter before I crush you right here and now and level this city looking for her." he threatened.

"Fine," Ben rolled his eyes. "Just give me a sec." he sighed as he turned to the Omnitrix and cycled through before selecting Wildmutt and slamming a hand down on the activation button, engulfing himself in a bright, green light. His body began to grow as millions of muscles piled onto every part of his body, his fingers and hands swelling as alien blood pumped through his veins. Stitches appeared on his body as the transformation teared through his shirt, ripping it to shreds as patchwork skin took the place of his old one. A pair of green gauntlets formed on his hands as metallic bolts burst out from his body on his arms and back, twin gigantic conductors tearing out of his shoulders and crackling with electricity as a pair of black pants and large boots appeared on Ben. His jaw jutted outwards, a few teeth sticking out as his hair turned jet black and became long and shaggy. The final piece of the transformation was the Omnitrix popping out his right pectoral muscle, a large scar etching outwards from it as if the device had been ripped out of his body.

"Is it just me, or have I been getting a lot of my electric guys lately?" Frankenstrike wondered to himself as he scratched his skull before turning to Rook. "Can you clean things up here? I have somewhere else I need to be."

"I can see that," Rook nodded. "While it is against Plumber regulation to leave one member of a two man team to, as you say, 'clean things up', Ms. Stein's father seems more than ready to go on a rampage in search of her should you not comply. Therefore, I suggest you go."

"You could have just said 'yes', Rook." Frankenstrike sighed as he lumbered out into the daylight and bent his leg muscles before launching himself high up into the air and clearing the length of a city block in a single bound with Mr. Stein copying his movements and landing just short of him.

"Think you can keep up, old man?" Frankenstrike smirked.

"Please. I've been doing kind of things for roughly four hundred years. Lost count after a while." he admitted before the both of them took another bound across the city.

* * *

"Is he back yet?" Vandala wondered.

"I dunno," Clawdeen shrugged as she watched the open window. "I'm not picking anything up." she reported before a loud crash caught her attention. "Scratch that. He's coming back!"

"How fast?" Frankie demanded to know.

"Uh, he's currently Frankenstrike," Clawdeen reported. "Man, I didn't know he could jump that far! And he's got company!"

"Who?" Frankie pressed.

"I think . . . I think it's . . . your Dad!" she exclaimed with surprise.

"WHAT!" Frankie panicked, dropping the clipboard in her hands. "How is that even possible!?"

"Ask questions later, ghoul! We gotta hide!" Clawdeen yelped, slamming the window shut and dashing just down the hall, pressing herself against the wall as Spectra and Vandala flew upwards and phased through the ceiling above; Jane quickly morphed into a small gecko and skittered underneath the coffee table, using her sticky toes to hang upside down as Venus hid herself behind a large, house plant. Robecca, Jinafire, Lorna, and Lilith dived into the kitchen as Bonita hid herself behind the couch with Gigi and Whisp. Twyla faded into the shadow of the sofa as Nefera hid behind it with Avea, the later of the two having to fold her legs underneath her in order to be completely hidden.

Frankie frantically glanced around for some place, any place to hide that was already taken as the dull booming got louder and closer as the precious seconds ticked on. As a last ditch effort, she simply decided to remain still and act like nothing was out of the ordinary. Of course, it was going to be a hard to pretend nothing was going on, considering that the living room was decorated with colorful streamers and balloons to spare, in addition to the large cake that was positioned on the coffee table in plain sight; a flash of green light accompanied a loud beeping sound as the Omnitrix timed out and the front door opened.

"SURPRISE!" the ghouls yelled as they popped out of their hiding places, startling Ben terribly before he realized what was going on and relaxed; Viktor however, was not so amused.

"So he has taken all of you hostage, has he?" he growled, cracking his knuckles.

"Daddy, calm down. Ben didn't monsternap us." Frankie reassured her father. "We came willingly."

"Why in the name of Egor's dentures would you want to come to this Normie infested world?" Mr. Stein asked with bewilderment.

Not all Normies are bad, Dad," Frankie scolded her father. "Ben risked his life to save me that night I went missing and was monsternapped by an alien ghost. And he carried me across miles of frozen tundra when we got shot fifty years into an apocolyptic future! Ben would give his life to save me! He'd give his life to save any one of us!" Frankie frowned, getting angrier and angrier by the second. "So just . . . BACK OFF!" she roared; everyone took a slight step back as Frankie breathed heavily.

"This just in, ladies and gentlemen! Ms. Frankie Stein's spine has grown three sizes today!" Genie announced in the form of a news anchor man as he appeared in a flash of blue smoke, startling everyone in the room.

"What the- how did you get here?" Ben sputtered.

"Ah, an excellent question, dear boy!" Genie laughed as his get up disappeared in a puff of blue smoke. "And the answer to that is . . . I have no idea! I just ended up here a couple of hours ago before I sensed you and your lovely ghouls were here as well!" Genie explained as he pulled out a metal detector of sorts from the folds of his vest and held it out for everyone to see; the device shuddered and fell to pieces on the floor. "Uh, remind me to fix that." he chuckled. "So what are we doing, having a party?"

"Hold that thought, Mr. . . . uh," Viktor scratched his head.

"Grant's my name, granting wishes is my game!" Genie chuckled as he appeared in another flash of smoke in front of Mr. Stein and shook his hand. "My card, sir." he added, pulling out a nine of diamonds playing card and handing it to him before exploding into a cloud of blue confetti.

"Okay . . ." Mr. Stein blinked as the confetti disappeared in another puff of blue smoke and Genie materialized on the couch. "So you really feel this strongly about this young man?" Viktor asked his daughter, gesturing to Ben.

"More than anyone I've ever met." Frankie nodded firmly; Ben grinned and took Frankie's hand in his and gave it a squeeze.

"Very well then," Viktor sighed. "I see I won't be able to change your mind, dear. And, as much as I hate to admit it, he's actually grown on me quite a bit."

"Aw, thanks." Ben smirked. "You ain't too bad yourself."

"Don't push your luck, boy." Viktor frowned befroe brightening again. "So what is this celebration for anyways? My curiousity is peaked."

"Well, we've been together with Ben for roughly six months," Frankie explained, scratching the back of her neck sheepishly. "Admittedly, we're not entirely sure, considering there's been a lot of time traveling and interdimensional mumbo-jumbo, but we're fairly certain it's six months."

"So we decided to throw a 'six month anniversary' party!" Whisp whooped happily, shooting up into the air before exploding into blue and pink fireworks and reappearing at Ben's side with a wide and silly grin on her face. "Because seriously, how can we not resist someone so charming and cute?" she joked as she cozied into his shoulder.

Ben was at a loss for words for the moment. While the sudden appearance of Frankie and the Grant Sister's fathers was unexpected, he hadn't really been expecting something like this at all. Usually, he was the one to surprise the ghouls with a night on the town, a date to the movies, or some wild and crazy adventure that they would complain about for hours on end before laughing about it later on, having secretly enjoyed it. He wanted to spend forever with these ghouls, and he knew they felt the same way about him; but he knew that it would not last forever. Eventually, they would be sent back to their own dimension and leave him behind, his duties of protecting the universe keeping him bound to where he was. He knew, as much as it pained him, that he could not confine them forever and that they would eventually leave him all alone once more; the most he could hope for, was that they would be happy and that they would never forget him. "Can you give me just a moment?" he asked quietly before he left the living room in a rush, heading towards his bedroom.

"Was it something I said?" Frankie wondered with concern.

"Is he sad?" Bonita asked fearfully.

"Why would he be sad? He's got us!" Avea pointed out.

Clawdeen sighed and slumped down on the couch. "Avea . . . answer this honestly. After you graduated high school with Ben, what did you expect would happen later in life? That you would get a job? That you would get married with Ben and maybe have kids some day and watch them grow up? Did you expect that you would make dinner and spend the night with Ben after he came from a rough day of saving the city from utter destruction and maybe grow old together?"

"Well . . . yeah. Just with you ghouls there too." Avea admitted.

"And did you ever stop to think that Ben would become homesick? That he might have missed his friends and family back home?" Clawdeen continued.

"No." Avea sighed.

"None of us really thought of that, mate." Vandala shrugged.

"I was afraid this was going to happen," Frankie rubbed her temples. "We all finally find a guy right for us, and it turns out he's from another universe! We'll never be able to be together without creating some kind of paradox or something!"

Nefera was about to jump in with her own complaining and sorrow when an idea struck her. "Wait, Frankie. What did you just say?"

"Uh, that us being with Ben would create some sort of paradox?" Frankie replayed her words, not getting at what Nefera was saying.

"Exactly! Paradox!" Nefera exclaimed triumphantly.

"Of course! How did I not think of that before?" Genie wondered, summoning a large mallet in his fingers whacking himself in the face. "You hit it right on the head, Nefera baby!"

"Is there something that I'm missing?" Mr. Stein wondered, utterly confused.

"Paradox is basically an immortal time traveling guy that spends his time making sure time doesn't go out of order," Twyla explained as she phased out of Viktor's shadow and scared the living daylights out of him. "He's bound to show up sooner or later, but only when it's necessary."

"So, we just wait?" Viktor guessed.

"Exactly." Twyla allowed herself a small smile. "Maybe he'll know how you got here, too."

"I'm back!" Ben announced as he came charging back up the hall with a plastic bag clutched tightly in his fingers. He came to a screeching stop in front of the coffee table as the ghouls shared looks and sat down on the couches and sofas, sensing that Ben wanted their attention. "Now before I give you ghouls your surprise, let me just say that my time with you has been the best moments of my life so far," he began. "And I wish I could have many more moments with you for as long as I live, but it's time to face facts." he sighed. "You ghouls can't stay in this dimension forever. If it was up to me, you would, but something's bound to happen sooner or later that'll send you back to your dimension and keep me in mine."

"As much as we hate to admit it." Venus sighed unhappily as Robecca rubbed her shoulder; the plant monster smiled weakly and leaned into her ghoulfriend's frame as ben continued his speech.

"So, before you get sent back home, I want to give you all something to remember me by." he announced with a smile as he set the bag on the table and reached inside before pulling something out; the ghouls all leaned forward for a better look, their eyes widening when they saw that it was a complete copy of the Omnitrix in Ben's fingers. Everything was exact, from the black face plate with the two green lines that formed a sharp hourglass to the white and green wrist band that hung limp from Ben's grip. "And they all work, too." he added as he tossed Frankie the one in his hand and let the ghouls each grab their own from the bag, save for Jane.

"Sorry I couldn't you one, Jane. I just didn't know what it might do to you." Ben apologized.

"Oh, don't worry about it." Jane smiled. "Besides, I've got the Nemetrix! I think it suits me better than your Omnitrix." she laughed.

"Can someone explain to me what the dickens is going on here with all these Nemetrixes and Omnitrixes and whatnot?" Viktor sighed, rubbing his temples. "I think my cranium is about to explode."

"Simply, really," Ben explained. "The Nemetrix allows the user to transform into various animals like the Omnitrix, but it can only be worn by an unintelligent mind. Jane's unique because she's a shape-shifter and already can turn into animals, therefore being immune to the negative affects of the Nemetrix. As for the Omnitrix copies, I used one of my last two wishes from Gigi to make them before using the last one so that she wouldn't remember she made the wish." Ben summed up.

"Aw, I see." Viktor hummed as Frankie carefully slipped hers onto her wrist, yelping slightly when the watch suddenly clamped securely onto her wrist and hummed for a few seconds before glowing a soft green in color.

"And before any of you ghouls asked, I used Grey Matter to make sure they're all set different then mine. We've already got enough Albedos, thank you very much." he added jokingly as the ghouls all slipped theirs on and waited patiently as it booted up.

"So we'll be able to change into any alien we want to?" Lilith asked eagerly.

"You'll be able to change into any alien that I've unlocked." Ben corrected. "I added that feature in so Azmuth wouldn't completely bite my head off over this."

"And how do you know he won't bite your head off now?" an aged, irritated voice frowned as Azmuth marched out from under the kitchen table, severe annoyance written all over his face.

"I'm sorry, but who is this?" Vikotr wondered.

"Azmuth, the smartest being in nineteen galaxies and inventor of the Omnitrix." Frankie explained.

"Five, actually." Azmuth corrected as he hopped up onto the coffee table and strolled up to Ben. "Imagine my surprise when I found that I was not receiving one signal from the Omnitrix, but seventeen in total! I have to say, Benjamin, that I am very disappointed in you." Azmuth frowned.

"I knew you were going to say that," Ben sighed. "Look, you may not be able to feel any love in that heart of yours, Azmuth, but I still can. And I love these ghouls more than life itself. If that means I have to disobey you and give them each an Omnitrix to defend themsleves with, then so be it." he frowned, jamming a finger at the old Galvan.

All was silent for a bit, save for when Genie disappeared in a flash of blue smoke and emerged as a large cricket, moving his legs back and forth to fill the awkward void before he was cut off by a glare from Gigi and Whisp. Nobody moved as Azmuth starred back at the determined expression on Ben's face, neither one of them breaking away from the other until it seemed an eternity had passed; by then, Azmuth released a tired sigh and blinked, ending the nonexistent starring contest.

"Believe it or not, Ben, I once had found love," Azmuth admitted. "Zennith was her name. We were young and in love, like you are. I once made the mistake of looking up into the night sky on one of our dates and noticing that all the planets of the Primus system were in alignment. This gave me the inspiration to construct the sword the group you call the Forever Knights, pursue: Ascalon." Azmuth lamented with sorrow. "I was filled pride with my creation; Zennith however, was horrified. She left me upon finding my creation, but I didn't care. It was only until the Incursean homeworld was destroyed, did I finally realize what I had created. It was then that I dedicated my life to peaceful sciences and created the Omnitrix, all in the hopes that Zennith would come back into my life."

"So you're going to let us keep the Omnitrixes?" Vandala wondered.

"Yes, yes I am," Azmuth nodded, earning loud cheers of approval from the ghouls. "Your ghouls appear to be as worthy as you are, considering they're selfless acts. But I will have to make some modifications and limit the amount of transformations available to you; we wouldn't want Vilgax getting his hands on one of them, now would we?" he mused as he then hopped off of the coffee table and onto Frankie's shoulder, beckoning her to bring her hand up to his level as he then waved his hand over her Omnitrix and tapped a few seemingly random buttons before banging a fist down on it; the Omnitrix flashed a bright green and beeped, signalling it was ready as Azmuth made his way from ghoul to ghoul and set the limitations on their own Omnitrixes.

"So how many aliens do we have?" Venus wondered.

"Considering you are all beginners, I started you all off with two transformations," Azmuth answered. "You will gain more in the same Ben has, by either a slight glitch, a syncronazation of Ben's Omnitrix, or if the Omnitrix overrides the firewalls I've set up in order to keep you alive."

"Cool! Can we try them out?" Spectra asked excitedly.

"How about we party first?" Ben suggested with a grin before turning to Azmuth. "You wanna stick around for a bit? Have some cake or something?"

"Parties? Senseless gatherings that bring family and friends together?" Azmuth sounded disgusted.

"So, does that mean you'll stay?" Ben smirked.

"I suppose I can spare a few minutes." the old Galvan relented with a seemingly tired expression; only Ben caught the slight smile that crossed his face before he hopped across the coffee table, crawled up the sofa, and then onto Mr. Stein's arm where the two scientists began a conversation about quantum physics with Azmuth interjecting his discoveries and asking how Viktor had managed to bring a series of body parts to life; the mad scientist was more than happy to answer his questions and pick up some new tips for his future experiments.

"You ghouls make this yourself?" Ben asked after he took a bite of the cake and found out that it was chocolate flavor.

"Sorta," Bonita admitted sheepishly. "We tried to, but we ended up nearly destroying the kitchen. So we had Gigi summon us one and had Whisp clean the kitchen."

"It went boom! Boom-boom!" Whisp giggled happily.

"I think you ghouls need to take cooking lessons sometime." Ben joked. "Speaking of lessons, I'm gonna have to teach you how to use your aliens too!"

"Maybe after the party?" Frankie suggested.

"Definitely. Lets just hope we don't have another incident with the Nemetrix." he laughed.

"Ben! Don't bring that up!" Jane flushed a deep red.

"Oh, come on! It's not that bad," Ben cracked. "Can't be any worse than our first school dance. Remember how that turned out?" he chuckled.

"For the first time in my life, I wanted to tear someone apart." Frankie blushed. "Glad I didn't though. Every moment since then has been fang-tastic!"

"I couldn't agree more, ghoul friend!" Clawdeen nodded, raising a glass of soda. "That night me and Ben had at the carnival was the best moment of my life. If only my new watch matched by outfit." she added wistfully.

"Matching watches, you say? Done!" Genie laughed as he snapped his fingers, blue smoke engulfing each of the ghouls before dying away to reveal that their Omnitrixes had been changed; Frankie's was blue and green; Clawdeen's Omnitrix was a dull gold and pure white, matching her eyes while Venus's was a neon green and pink; Robecca's Omnitrix was stained a copper brown with gold while Bonita sported one that was colored a platihum white and pink; Lorna's Omnitrix was naturally a dark red with blue with white, similar to the plaid that she often wore while Lilith's was colored a dark black with bright blue; Nefera's Omnitrix was Nile blue and gold asVandala sported an Omnitrix colored a peach and black while Spectra had one stained purple and white; Jinafire's Omnitrix was gold and green while the Omnitrix strapped to Skelita's wrist was marigold and white with some black; Gigi and Whisp's Omnitrixes contridictated the other, with Whisp's being blue and pink where Gigi's was pink and blue; Avea was colored a midnight blue with purple while Twyla's was a dull gray and pastel green.

"Interesting." Azmuth hummed before returning back to his conversation with Frankie's father.

"You know what's even more interesting? The time Spectra got monsternapped by her old principal." Ben remembered. "Sphinx, that huge."

"You're telling me! I think I nearly fell to pieces when that boat just suddenly appeared out of thin air and started turning monsters into ghosts!" Frankie laughed.

"Wow, this got cheesy fast." Clawdeen smiled. "It's like one of those family sitcoms when they spend an entire episode remembering their greatest adventures before their TV show got cancelled."

"You don't think that'll happen to us, do you?" Bonita whimpered.

"Not if I have anything to say about it." Ben reassured her.

"Reminds me of the time we all rallied together to save Frankie from Zs'Skayr. Voltage, that was a blood bath." Nefera shivered.

"As messy as it was, it was, as you Scaremericans say, 'totally badass'." Jinafire nodded.

"You know what else was badass? That time you wiped out an entire army in the future to save us." Nefera relived. "Just when I thought you couldn't get any hotter." she sighed lovingly.

Ben was about to joke some more when the Omnitrix buzzed on his wrist, cathcing his attention. Wondering who it was, he set his cake down and tapped the watch face, a click coming from the other signalling it had connected. "Hello?"

"Ben, I do not wish to alarm you, but the same occurance that brought Mr. Stein to our current dimension has occurred once again. Two teenagers that bare resemblance to a Pyronite and Gimlinopithecus have arrived and claim that they know you." Rook reported from the other end.

"Sounds like Abbey and Heath," Ben mused.

"Those are their reported titles," Rook confirmed. "Also, I wish to inform you of the fact that there is a large, many armed beast currently going on a rampage in the downtown area."

"And you couldn't have mentioned that first!?" Ben yelped.

"Now that I say that outloud, it does make a more logical choice." Rook hummed.

Ben sighed. "We're on our way." he said before tapping the Omnitrix and turning to the ghouls. "You ready for a test drive?" he asked.

"Aw, yeah! I can't wait to try this thing out!" Venus cheered.

"I know! I'm sparking just thinking about it!" Frankie smiled, her bolts crackling with a dangerous amount of elecricity and accidentally electrocuting everyone within range. "Sorry!" she apologized.

* * *

"Abbey not know where she be, but Abbey does not like it!"

"Is this just because we got sent to some other dimension or because there's a Kraken on the ramage?" Heath wondered as he ducked beneath a tentacle and hurled a ball of fire at the gigantic cephalopod.

"Both," Abbey confirmed as as she fired a blast of ice at the beast and a froze a tentacle in place as it swung at her before it broke free in a cloud of ice shards. "That, and Abbey stuck with Hot Head in new dimension."

"Now that's just hurtful." Heath huffed sadly.

"Please, can we not focus our attention on the gigantic monster currently destroying downtown Bellwood?" Rook sighed as he shifted his Proto-Tool into a power bow and fired off a pair of arrows that embedded themselves in the Kraken's head without doing much damage. A sudden flash of green light caught their attention as Ben and the ghouls all materilized out of thin air in front of them.

"Ben! Abbey is glad you have arrived." Abbey smiled.

"And how come the ghouls got an Omnitrix!? I'm starting to feel left out . . ." Heath pouted when he caught sight of all the watches strapped to each ghouls wrist.

"How is it that you managed to gain sixteen more Omnitrixes with Azmuth's permission?" Rook inquired as he slashed a tentacle with a blade.

"Oh, he was easy. In fact, he's the one that teleported us here." Ben waved it off before he noticed the enormous, dinosaur-sized Kraken that was currently wrecking the downtown area, crushing cars underneath its massive tentacles and taking chunks out of the nearby buildings with wild swings of its hooked arms. "Aw, man, not this guy again." Ben sighed as he turned to the Omnitrix and slapped the waiting activation button, engulfing himself in a bright, green light. Alien blood flowed through his veins as muscles piled themselves on him, everywhere to his arms and chest to his neck and legs, every part of him was getting bigger and stronger with each passing millisecond. His skin hardened into plate like armor that turned brown as large scales traveled up his legs and chest. His legs became thick and pillar like as his feet began to match those of an elephant. A thick tail sprouted from the base of his spine as he was forced to hunch over slightly. His neck became a little longer retaliative to his 20 foot frame and his lower jutted out his fingers swelled with power. A pair of black briefs and a green sash appeared on him, completing the transformation as the Omnitrix symbol appeared on the sash.

"Ah, yeah!" Humungousaur grinned. "You ghouls ready to make some calamari?"

"Way ahead of you, Ben." Frankie smiled as she herself tapped the Omnitrix on her own wrist and blinked as a soft cyan hologram appeared before her very eyes and cycled between two icons, the only ones available; she selected one of them and blinked as the activation button popped up and beeped as Frankie grinned and pressed the button down, gasping as she was engulfed in a cyan colored light and felt the changes begin. Her mint green skin began to harden into a smooth covering, little diamonds and crystals racing up her arms and legs to cover her as her bones disappeared altogether and she shot upwards a few feet. She felt her jaw line push out a little ways, her teeth fusing together into two, hard plates as her right eye turned blue and her left eye turned green. She retained a feminine figure as a black jumpsuit with a cyan stripe down the middle appeared on her figure, the cyan colored Omnitrix appearing on a belt around her waist, completing the transformation.

"Lookin' good, ghoul!" Clawdeen smiled at the Petrosapien.

"Thanks! What do I call this one? Calling it 'Diamondhead' seems like copy right or something." she mused.

"How about 'Tourma'?" Clawdeen suggested.

"Why that?" Tourma wondered.

"It's half the name of the precious stone, tourmaline." Clawdeen explained, earning odd looks from the others. "What? I brush up on my geology every now and then. Never know when a jewel will fit into my new design." she defended herself as she turned to her own Omnitrix and slapped the activation button without bothering to look at what transformations she had and was swallowed by a bright, yellow light. Her fingers quickly fused together into razor sharp points as her wrists and arms became wider and harder, like semi-flattened blades. A small, pentagon-shaped notch appeared in the inside of her arm just before the joint, a sharp blade popping out at the elbow. Her skin turned a tough red, the points and blades turning a bright white as black lines etched themselves across Clawdeen's arms. Her arms became thinner the rest of the way up as muscles piled themselves into the shoulders and chest region. Her feet morphed into sharp points similar to her hands, sharp blades popping out on her knee caps as more black lines appeared on her body. Her face split into three, rounded horns, each of her two now entirely green eyes sitting on a horn as the Omnitrix appeared between them on the third as her chest expanded outwards; a purple jumpsuit with golden trim appeared on her figure, completing the transformation.

"Ooh, nice one! I think I'll call it Sawsana." the Parae Cortarix announced. "Your turn, Spectra. Ready to live again?"

"You bet." Spectra squealed happily as she pressed her Omnitrix's activation button and was engulfed in a bright, purple light. Her hands swelled to the size of bowling balls as her fingers became hard and black, turning into claws. Her shoulders became broad and rounded as her usual white skin to a light lavender. Her entire frame began to grow bigger and bigger and more rounded as her legs became stumps, black claws forming on the ends of those. Hard, violet colored plating formed on her back and shoulders as black markings appeared on her curved body as her eyes turned indigo. A lavender Omnitrix symbol appeared on her chest and the transformation was complete.

"Time to roll out!" the Arburian Pelarota quipped. "I'm gonna call this one Rollchelle!"

"Catchy." Twyla smiled. "I guess it's my turn then." she shrugged as she turned to her own Omnitrix and selected a transformation before pressing the activation button and consuming herself in a bright, white light, changing her DNA at the source. Her somewhat light composure began to become heavier and more gelatinous in texture, turning a light yellow as fiery, hot magma replaces her skin, her organs and bones liquifiying into nothingness as the top layer of her skin started to harden and cool into a layer of hot lava rocks that ground and cracked together as her twilight locks caught fire and were burnt away, her chest and ass popping out into a distinct feminine figure while her rocky plates turned a dull grayish red in color as the faded Omnitrix appeared on her chest above her breasts.

"Cool." the Pyronite rasped.

"I think you mean 'hot'," Tourma giggled. "What're you going to call it?"

"I'm thinking something like 'Kilauea'." the fiery alien hissed. "Anyone else wanna go next?"

"_Yo! Yo!_ I want to try it out!" Skelita pleaded as she turned on the marigold designed watch and selected one of her two transformations and was engulfed in a bright, orange light, as the Omnitrix scrambled her DNA into something new. Her bones cracked and ground as they rotated in their sockets to raised her arms above her arms above her head, her fingers stretching out to near impossible lengths as her ribcage grew bigger and bigger and her bones fused together to become thicker as her vertabrae fused together into a long cord that spread outwards into a cup-shaped dome that quickly turned into a shell as flesh finally started to form above her bones, starting out as nothing more than muscles and tissue; internal organs started to form behind her bones, a large heart appearing in the center of her chest with her massive lungs appearing on either side of the beating organ before skin formed over her bones and her bones pushed past them to form a thick, teardrop-shaped carapace with six massive holes in the front as short claws formed on her stubby feet. Her jaw bones ground as they hardened into a horny beak, her eyes moving farther apart as the orange Omnitrix appeared on her chest, completing the transformation.

"What should I call this one?" the female Geochelone Aerio wondered as she flexed her large flippers.

"How about 'Tortuga'?" Humungousaur suggested as he launched himself up and over a swinging tentacle. "And could you ghouls maybe hurry it up a little?" he added with a grunt as he caught another tentacle in his grasp and winced as the spinning hooks on the tendril's suckers dug into his thick skin.

"Alright! All at once!" Robecca instructed as she activated her own Omnitrix and pressed down on the activation button with a finger, a golden colored light engulfing her metal figure. The first change was incredibly major. Robecca could feel herself being literally cut into metal strips through some unseen force, as if being cut by a giant pair of invisible scissors. She could feel her tubing and artifical organs disappear altogether, and for a brief moment Robecca wondered if she was going to die within seconds. Except she didn't. She could feel each strip of her body vibrate with health, as if each were alive in its own way. Like magic, they twisted themselves make together into a crude, feminine figure with exaggerated fingers and toes made of thin strips. She could feel her face harden once more and become flat, turning rounded and copper and black in color. The face plate sat itself on top of the bandaged shoulders as a gold and black headdress appeared on her head, a wide collar appearing on her neck and chest as two tendrils sprouted from her back. Black and gold braces appeared on her arms and ankles, as a gold belt with the Omnitrix on it appeared around her thin waist, finishing the transformation.

"Cleo-wrap-tra!" the Thep Khufan announced.

Nefera grinned eagerly as slapped the activation button of her own Omnitrix and was engulfed in a Nile blue light, her DNA changing and warping into something new. Scales raced up her arms and legs as they swelled, muscles building and bones strengthening as her fingers became clawed and webbed as the scales raced to cover the rest of her. Three slits appeared on either side of her neck and puffed open and shut as they sucked in air while a thin sheen of slime covered the scales as her hair disappeared into her scalp. Veins throbbed and pulsed as alien blood pumped through them and into her ever changing organs, causing her forehead to pulse and swell, like there was giant zit that was about to explode. And explode it did; a thin, green wire popped out of her forehead and hung in front of her face as the end began to glow and eerie color. Her jaw swelled and bulged and bucked until several rows of razor sharp teeth popped out and curved themselves over her lips as large, wavy fins formed on her head and back, a tight, black tank top forming over her swelling chest. Her eyes became that of a deep sea creature as two sharp fins rose from her back, completing the transformation.

"Jawsmine!" the Piscciss Volann warbled.

Avea carefully tapped the Omnitrix on her wrist and blinked as a dark blue flash of light engulfed her entire frame, her DNA twisting and warping into something new. Her arms and forelegs swelled with hundreds of muscles as her hooves split apart with a sickening cracking sound into four, thick digits as her fingers pulsed and grew more muscled; her back leg's joints cracked and ground loudly as they shifted in a new direction, allowing Avea to stand on two legs as her hooves split into two, large claws. Her spine arched and bent as her arms shifted themselves into a new position, one right under the other, while Avea's skin started to harden and toughen as it turned a deep, rust red. Her eyes split into a second pair as her ears were sucked back into her head while her violet locks turned an inky black in color, her clothes rearraging themselves into a tight, black leotard trimmed in purple as black braces ringed in violet formed around the wrists of all four of her arms while a belt formed around her completing the transformation when the Omnitrix appeared.

"Cuatro Arms!" the Tetramand cheered, flexing all four of her slim, muscled arms.

"Really?" Sawsana cocked an eyebrow.

"If you have a better idea, I'm open to suggestions." Cuatro Arms growled.

Vandala grinned wickedly as she turned on her own Omnitrix and slammed the waiting activation button without a care, engulfing herself in a peach colored light as the device scrambled and twisted her body structure into something the world had never seen. Vandala's fingers hardened into sharpened blades as a long, whip-like tail sprouted from the base of her spine and stretched out a couple feet. Her toes ripped out of her boot as her bronze leg rattled and buckled loudly before it suddenly exploded into metal panels as warm flesh took its place underneath and melted into four claws, two in front, two in back. The ball of her heels crunched forward, moving under her foot bones and becoming perfectly round and smooth, suddenly separating itself from her feet and held there by her curved toes. Vandala felt her new skull stretch back into a sharp point and her legs bend backwards. A pointy, black helmet with a slide down mask materialized on her head and a tight, black and peach suit appeared on her feminine figure, the Omnitrix appearing between her small breasts as her skin turned a deeper shade of blue with black stripes forming on her tail and arms.

"Arrr, matey! Capt'n Velocity, at yer service!" the Kinceleran grinned cheekily, bouncing back and forth between her feet.

Bonita nervously tapped the Omnitrix on her wrist, yelping slightly when she selected a transformation and was engulfed in flash of soft pink light and felt the changes begin. She grew upwards by a few feet, her pink exoskeleton cracking and slitting loudly as it became soft to the touch and spread over the gaps in her ribcage, growing over her eyes and fully blinding her. Bonita could no longer see anything but light shining through the folds of skin over her eyes before they vanished altogether. Her feathery anteanne wavered for a second before snapping loudly and and hardened into large, flaps of skin strung between two, thin rods that curled into slight swirls at the end. Her teeth ground loudly as they became needle-like behind her blackening lips as her skeletal knuckles were covered by brand new skin and sprouted sharp claws at the end of her fingers and her toes burst out of her shoes. Then suddenly, she could see again. At first she just saw Humungousaur as he ducked underneath a tentacle. Then she saw Tourma draw back her fist and slug a tentacle that came at her before her right arm suddenly shifted in sharp blade, much to her surprise. Then she saw Sawsana and Velocity rush at the Kraken at top speed, ramming themselves into the massive beast's wet side and leaving a messy, red pulp where their sharp blades cut through the wet flesh. Then she could see up, down, left right, forward, behind, all around and even the inside of her tight, platinum and pink trimmed top until she could see in every possible direction as a pair of white and pink shorts appeared below a pink belt with the Omnitrix on it, completing the transformation.

"W-what should eye c-call this one?" the Opticoid wondered, glancing at herself.

"Perhaps Eye Gal?" Tortuga suggested as she gave a quick jump and fused her legs together into a large flipper as the other two suddenly became ridged; within seconds, the blades started spinning on their own axis until they became nothing more than a bright, green blur and she lifted off the ground and into the air, hovering above like a helicoptor.

"Sure, eye not?" Eye Gal sighed. "Eye mean, it's not like eye got anything else. Eye mean, seriously, eye have eyes on my breasts!"

"Oh, the eye puns." Jawsmine sighed sadly, pinching her brow.

"That, I did not need to know." Humungousaur grunted as he and Tourma launched themselves into the air, the Vaxasaurian grabbing hold of her foot and hurled her at the Kraken as she fused her arms together into a razor sharp point and stabbed the aquatic monster through one of its tentacles, slicing it off. "Hurry up!" he added.

"Working on it!" Lorna yelled as she activated her own Omnitrix and selected a transformation before slapping the activation and swallowing her in a bright, red light as her genetic code was distorted and altered into something new. Her light, blue scales started to pulse furiously as they became small bumps on her skin that quickly started to fuse together like water droplets on a window in a rain storm, forming large blobs of flesh that swelled and took over her slim arms, weighing her down as they began to hard into thick, crusty rocks; the rest of her arms swelled with muscles, becoming much bigger than her original self as her legs bulked and bulged with tissue. Her feet ripping clear through her shoes as her toes fused together three, large toes as her skin flashed a dark black with the rocky plates forming like continents on an inky black sea of skin. Her head was forced down into her chest as her neck compressed and crakced loudly before vanishing altogether as her lips were stretched out horizontally into an exaggerated smile. Lorna's eyes rotated farther apart on her head as her back and head were covered in the rocky plates. A pair of red and white shorts appeared on her legs as a tight top appeared on her slight chest above her swirling core just as the Omnitrix appeared on her forehead.

"Graviton!" the Galilean announced.

Lilith eagerly turned on her Omnitrix and was engulfed in a flash of light blue light, morphing into something new as the Omnitrix did its magic. Her skin turned a bright yellow and became hard and plated as her fingers and thumb melted together into sharp points, her arms and legs becoming jointed as she was forced to use her arms as extra legs. Her lips protruded out from her face and turned sideways as they became cupped pincers. Her eyes turned black with blue slits as her horns rotated together with their bottoms fusing together into a single growth as they seemed to grow from her eyebrows as Lilith shrunk down to the ground, to the size of a small dog. A blue and white neck brace formed around her chest, the Omnitrix appearing a burst of blue light.

"Balle Weevil!" the little, insect-like alien screeched in a high, squeaking voice before she puked up a sticky glob of blue plasma and climbed on top of it before pumping her little legs and rushing forward on the gelatinous orb, picking up bits and pieces of wreckage that made the plasma ball grow in size.

"Hey, that's copy right!" Humungousaur protested as he ducked under another tentacle, only to be caught in the gut by a third as Heath hurled a fire ball at the beast's vulnerable eye and Bonita nervously closed several eyes on her body before firing off an frosty beam at the Kraken and nailing it in the beak, freezing it shut as she looked at her hands with amazement.

"It's French!" Balle Weevil shot back. "If you got a better suggestion, I'm all ears!"

"Correct me if I am wrong, but it would seem you do not possess any ears." Jinafire mused as she carefully turned on her own Omnitrix and cycled through the transformations with great care before selecting one of the two available to her and pressing down on the activation button with care, engulfing herself in a dark, green light. Her long, reptilian tail was sucked back up into her spine as her scales all fused together into a single, flawless sheen that turned a duller bronze in color as her slim, feminine figure suddenly swelled in size, becoming more bell-shaped in appearance as her shoulders molded into rounded balls and her feet and ankles bulked out into pointed cups. Her wrists and hands blew up in size into rounded gauntlets with bronze fingers and black tubes with dark green rings connected her hands to her shoulders and her feet to her bell-like figure. Her head was compressed into a short, box-like shape as her facial features became simplistic and expressionless as a windup key-like gorwth formed on her head. Dark green, almost black lines formed on her chest and torso as a glass disk opened up on her stomach, rotating and ticking gears forming behind the glass pane as the Omnitrix on the front, completing the transformation.

"I believe Minutette is a proper name, yes?" the Chronosapien wondered in a warm, British accent.

"Sure, why not?" Gigi shrugged as she turned her Omnitrix on and pressed the activation button, a deep, pink light as the changes began. His skin hardened and turned a blueish-purple in color, a few dark spots appearing on his expanding shoulders. Muscles piled themselves onto her legs and arms as her chest swelled outwards into more than a descent size, metallic nozzles sprouting from her shoulders and arms and connecting directly into her bloodstream. More nozzles formed on her body, her feet forming large single toes as she lost a single digit on her fingers. A black suit of some kind formed over her figure, leaving her shoulders and lower neck region bare as gauntlets forming on her wrists and white gloves on her hands. The finally pieces of the transformation were more nozzles on his head, shoulders, and body, a dark blue, medic coat without the sleeves forming on her body, and the Omnitrix forming near her mouth, acting like a gas mask of some kind.

"Stinkerbell!" Gigi laughed, winking as she cracked her knuckles.

"I'm next! I'm next!" Whisp exclaimed eagerly as she tapped her Omnitrix and selected one of the two transformations before slamming down on the activation button and engulfing herself in a dark, blue light as her physical features changed. Her skin changed into a smooth, chrome white that became tougher than her original. She began to shrink down until she just barely reached the Stinkbell's ankles as her face widened for her expanding mouth. She could feel her organs sloshing about inside herself as her bones became slightly softer and more bendable; her lungs expanded until they were the largest organ in her body as her eyes became smaller and turned more squinty and upturned. Her pointed ears vanished, to be replaced by small holes, and even then they were covered by hardened skin that wrapped around up and over head in a way that resembled headphones. Her arms and legs grew shorter as the Omnitrix symbol appeared on her head, finishing the transformation.

"From hence forth, I shall be forever called 'Sonic Doom'! Anyone who says otherwise will never be able to hear again, got it!?" the female Sonorosian squealed loudly enough to force most of the others to cover their ears.

"My turn!" Venus grinned as she tapped her Omnitrix and selected a transformation before slamming down on the activation button, a neon green light swallowing her whole and scrambling her genetic code into something new. Her skin turned a pale gray and looked as if it would split and break with the slightest touch. Her fingers became long, razor sharp claws as her eyes widened and turned entirely pink in color. Her fangs became longer, some not even fitting into her mouth anymore as her chest and ass swelled to a decent size. Muscles piled themselves onto her arms and legs as she felt her lungs grow very large and heart start to slow. She felt slightly empty and sort of drowsy, drained of the ability to eat normal foods and forced to eat . . . . other things. Her feet twisted into sharp claws, hidden beneath a pair of bright, neon boots. A tight, black and green costume that showed off her curves and slightly exposed chest covered her, a green mask with a pair bat-wing horns and a curved spike appearing on her face. The Omnitrix symbol appeared on her stomach as a thick membrane grew between her arms and hips, forming wings and completing the transformation.

"Whampira!" the Vladat hissed loudly, smirking with satisfaction when she caught a look of herself in the reflection of a building window. She clenched her fists tightly and licked her lips hungrily, about to rush into the fight before a sudden pain coursed through her body accompanied by a loud hissing sound; smoke began to curl off of her body in large wisps, her costume starting to deteriorate and expose her pale skin. Whampira screamed in agony as she rushed around madly, smacking her burning skin in an attempt to cover herself from the sunlight.

"Hit the Omnitrix again!" Humungousaur yelled as he charged at the Kraken and rammed his full bulk into it, shoving it down the street even furhter as it attempted to remain hooked to where it was with its tentacles and left long trails of destruction in the road and surrounding buildings as it was moved.

"If you say so!" Whampira whimpered as she slapped a smoldering hand on the Omnitrix stuck fast to her belly and was immersed in a neon green light. She felt her skin harden into a soft, metallic sheen as it turned the color of oil and tar. Her arms and legs were reduced to near toothpicks as her body shrunk down so that she barely stood as tall as Sonic Doom. Venus's body became cylindrical in shape, her pointed legs sticking out of the bottom and her pointed hands that included nothing more than a single finger and thumb out of the sides. A neon green lightning pattern etched itself down her front as two bolts appeared on either of her arm, a 'plus' and 'minus' symbol appearing on her back as the Omnitrix appeared on her perfectly flat head, completing the transformation.

"Whew! That was close!" the Nosedeenian cackled with relief. "I'll this one 'Electra'! AHAHAHAHAHAHA!"

"Is that everyone?" Kilauea rasped she cupped her hands together and spat out a jet of red hot fire at the Kraken's face as Cleo-wrap-tra lashed out with her stretchable fingers and wrapped them around a thrashing tendril, restraining it as best as she could while Rook sniped at the Kraken's vulnerable eyes; Heath and Abbey took to restraining the other tentacles as Humungousaur drove his massive fists into the massive water creature's mantle.

"Give me a sec!" Jane yelled as she tapped the Nemetrix's watch face and cycled through her roster before selecting the transformation she wanted and slapping the blinking watch face, engulfing herself into a blood red light. Thick, coarse, black fur sprouted all over her body in waves, giving her the appearance of a humanoid hairball as millions of muscles built up all over her body, her shoulders swelling in size as her arms and legs bulked up with enough power to knock off an open car door with one swing of her hand; her fingers hardened into long, curved claws as leathery pads formed on her palms. Large, curved spikes seemed to painfully rip themselves through her shoulders as more seemed to pop out of her back at random intervals. A loud cracking sound filled the air as a long, reptilian tail covered in fur sprouted outwards from the base of her spine, four spikes forming on the end of her tail as her face bulged forward in a stout muzzle with razor sharp teeth and a pair of saber-like fangs that curved upwards and over the top lip. A loud grinding noise filled her ears as they rotated to the top of her head and a pair of long horns formed just a few inches over her eyes as a third horn grew from her sensitive nose, completing the transformation as a spiked, red collar formed around her neck.

"Lets do this!" Stinkerbell cracked with a Boston accent as the clear panel on her stomach started to swirl together and mix noxious chemicals while Sonic Doom quickly dividing herself into half a dozen clones and rushed at the Kraken, their movements in complete unison. The Sonorosians all lined up in a row one after the other as Humungousaur caught a tentacle in each of his hands and held them off as he stood on the Kraken's mantle, struggling to hold them back as the razor sharp hooks dug into his palms; Kilauea narrowed her eyes and breathed a blast of fire from her mouth at the Kraken, nailing it in the eye as Heath struck it in the other eye with another blinding it as it screeched loudly and thrashed its tentacles about.

"Plug yer noses!" Stinkerbell warned.

"And-"

"Your-"

"Ears!" the Sonorosian clones added as they all inhaled a deep breath and sent it wailing back out at such a loud volume that it shattered every glass pane within a twelve city block radius, though the brunt of the force was focused primarily on the Kraken the massive sea creature practically vibrating as Stinkerbell charged at it and released the toxic gas within her, her nozzles hissing loudly as a thick, vaporous, green cloud surrounded her and was blasted further at the Kraken by Sonic Doom's screams. The Kraken screeched horribly as it visibly rattled and suddenly exploded into a wet, disgusting mess that left the entire city block and all within it coated in an awful, rotting green mess of slime, blood, and organs.

"Ew!" Jawsmine shivered with disgust as she spat a descent amount of the slime out of her bear trap-like jaws and wiped some more from her scales.

"AHH! It's in my eye! It's in my eye!" Eye Gal cried in agony as she rubbed herself all over her body, trying to get the stinging sensation out of her many eyes.

"I believe that is not the worst of our problems," Rook spoke up, holding up a transformed Proto-Tool and scanning at the transportable computer's screen. "It would seem that the same annomolies that brought Mr. Stein, Mr. Burns, and Ms. Bominable to our world are occuring all over Bellwood with disasterous results." he explained as the Omnitrix timed out and returned Ben to the world. He was to ask more when a loud roar and flash of white light interrupted him; the loud squeal of tires caught his attention and he cracked open his eyes far enough to see a black car with a pink windshield and bumper come speeding through with two familiar faces hanging on for dear life as the vehicle sped off.

"Help!" Draculaura screamed as she held white knuckled to the steering wheel of the car.

"The brake's broke!" Clawd yelled as he hung onto the careening car.

"I've got this, mateys!" Velocity declared as she dashed off after the out of control vehicle in a blue and peach blur.

"Just in case." Ben frowned with determination as he tapped the Omnitrix and cycled through the roster before selecting the one he needed and pressing the activation button, engulfing himself in a bright, green light. The first and most noticeable part of the transformation began when the skin suddenly melted off of Ben's skull, the bare muscle and tissue solidifying and turning into a hard, metallic sheen as Ben's head suddenly separated from his body, a forked eyebrow-like crest forming above his green eyes as the transformation continued. His shoulders pinched upwards, forming large points and then an arch as his head floated between them, held in place by some of magnetic field. His skin turned a durable, metallic black with yellow lines and spots as his fingers fused together into large pincers, his frame shooting upwards until it was about ten feet tall. His feet fused together into two large claws, a tingling sensation at the end of his pincers suddenly becoming aware to him as the Omnitrix appeared on his chest, completing the transformation.

"I always knew I had a magnetic personality!" Lodestar quipped as he clacked his pincers a second before focusing on the magentic make up of Draculaura's car; the speeding vehicle came to a sudden stop in its tracks, its tires still spinning loudly against the road as Velocity shot straight past it and down a couple blocks before she realized what had happened and came racing back.

"Hiya, Draculaura! Long time, no see!" the Kinceleran greeted the two, terrified monsters.

"Do I know you?" the vampire asked fearfully.

"Capt'n Vandala Doubloons, at yer service! Your hearty friend and me timber shaking boyfriend gave me an Omnitrix of me own!" Velocity explained with a smile as she hopped up onto the car's hood and bent down to reach inside the car and between Draculaura's legs, severing the gas pedal with a quick swipe of her claws and giving a swift whack of her tail on the car hood; the car shuddered for a second before it stopped and hung there in the air for a split second before it suddenly lifted off the ground and went flying back the way it came, the three of them hanging on for dear life as Lodestar increased his magnetic field until the car slammed into him and the back bumper pinned him to the ground with a groan.

"Ow . . ." the Biosovortian groaned as Draculaura and Clawdeen quickly jumped out of the car while Velocity climbed down and grinned upon seeing the two monsters starring at the collage of aliens surrounding them.

"I must be seeing things . . ." Clawd grumbled as he rubbed his eyes.

"Nope! Ben gave each of us an Omnitrix of our own!" all six of the Sonic Doom clones grinned simoutaniously.

"As much as we would love to reunite with our long lost comrades, I believe we have more important matters to attend to." Minutette coughed.

"Ms. Long is correct. In order to combat against all of the annomolies, we will have to split up." Rook instructed.

"Way ahead of ya!" the Sonorosians joked.

"Comical mischief aside, I suggest we divide ourselves to combat all of the annomolies." Rook repeated before turning to the four monsters. "Are you able to fight?"

"You insult Abbey with question!" Abbey frowned.

"Long story short, we ended up in this crazy apocolyptic future with Ben and had to fight a crazy ton of mutants and stuff." Heath explained. "So, yeah. We know how to fight."

"Then I hereby deputize you as temporary Plumber cadets." Rook announced. "I would give you temporary badges, but I seem to have left them in my other suit of Proto- Tech Armor."

"Ha! Nice joke, Rook." Lodestar cracked as he hefted the car off of him and set it back down on the ground as he cracked his aching back; the Omnitrix timed out in a flash of green light and returned Ben to the world.

"I was not joking." Rook said deadpanned.

"Right." Ben sighed before shrugging. "Alright. Lets get to it. First one who finds Professor Paradox or Hexiciah Steam, call me." he instructed.

A peach and blue blur zig-zagged through the streets of Bellwood, never slowing down for a second as it twisted and turned through the maze of buildings, dodging and swerving the cars and pedestrians without stopping as Ben clung on tightly to Velocity's back with Cleo-wrap-tra hanging onto Ben, her bandages wrapped around him so tightly he felt he was only surviving off of the air that was rushing into his nose as they sped through Bellwood; Cuatro Arms was barely keeping pace with them, launching herself from rooftop to rooftop with great skill until the four of them came across the annomolie.

* * *

"Where is she!? Come on, you scum licking mortals! Where's my wife!?"

"Oh, man. Not this guy. Anybody but this guy." Ben groaned, pinching his bro as Velocity screeched to a stop and let Cleo-wrap-tra and Ben off; Cuatro Arms came crashing down from a nearby rooftop, landing with a deafening boom! next to them.

"Waitaminute. I'd recognize that voice anywhere!" Hades snarled with annoyance as he whirled around on the three heroes and glared at them, specifically Ben. "So this is your dimension, eh? Nice place ya got here." he commented with a relaxed attitude, catching Ben off guard for a moment; after all, this immortal deity had just been trashing the city block he had arrived in, searching for his wife and threatening anyone that was unfortunate enough to come across him. "Could use some curtains, some nice furniture, a little a this, a little a that, and bada-bing!"

"Knock it off with the sarcastic comments, Hades." Ben frowned. "I've beaten you before, and I can do it again."

"Wanna bet?" the Lord of the Underworld snarled with annoyance as he rose up to his full height and grew even larger, growing as large as the buildings that surrounded them; he peered down at the tiny heroes with the expression of a hungry predator, his pointed teeth sending shivers down Cleo-wrap-tra's spine as Ben turned to the Omnitrix and cycled through his listings before selecting the transformation he desired and slamming down on the Omnitrix core, engulfing himself in a bright, green light that began to play with his genetic code. His skin quickly hardened, fusing together with his bones to form a thick, tough shell that quickly reddened, parts of its turned gray in color. Four of his ribs ripped out his skin and bent in two places, becoming a pair of jointed legs that folded back against his chest as green eyes formed on his chest. Spikes that curved backwards appeared on his feet as dozens of barnacles appeared all over his body. His fingers turned into jointed claws as his lips protruded outwards and hardened into a pair of pincer-like mouth parts. His eyes split into another, slitted pair as the skin on the back of his became loose and saggy before hardening again to form something similar to a hood over Ben's head. The final transformation was the addition of a nozzle-like hole on each of his palms and the Omnitrix on his chest, completing the form.

"To be honest, I'm trying to think of some snarky water pun right now, but I'm not up for it." Water Hazard narrowed his eyes as he rose his hands above his head and opened the valves on his palms, releasing twin pressurized jets of water that rose into the air and spun around wildly before fusing into one large wave that the Orishan quickly sent at the Lord of the Dead, splashing him back a few feet as the other aliens rushed forwards; Cuatro Arms launched herself at the god's face and slugged him twice in the face with both sets of her arms as Cleo-wrap-tra stretched out her bandages and hooked them around his neck, hauling herself up into the air and onto his head where she proceeded to create a makeshift blindfold over his eyes.

Velocity took the chance and zoomed forward at high speed, whizzing around Hades's feet in a tight and creating a sort of small cyclone that levitated the gargantuine god off of his feet, just enough that he fell on his back side when the Kinceleran came to a screeching halt.

"And now you're all wet!" Water Hazard joked. "There's the joke I was looking for."

"Not. Funny." Hades snarled as he set a hand on a building and hauled himself to his feet, crushing it under his size as he cracked his knuckles. "Let the show begin!" he announced as his fingers started to smoke horribly before they burst into flame, balls of fire sitting in his palms before he hurled it at the group of aliens and missed as they all split into different directions.

"Hold still, you vermin!" Hades roared as he hurled a ball of fire at Cuatro Arms, missing as the female Tetramand jumped out of the way and onto the roof of a nearby building where she ripped out an air conditioning unit with little effort and chucked it at the god's head, successfully hitting him square in the nose; Hades roared in pain as Water Hazard blasted him in the face with another jet of water while Cleo-wrap-tra lashed out with her bandages and wrapped them around Hades's wrist and yanked back as hard as she could, snapping his arm back as he attempted to hurl a ball of fire at Velocity, sending the fire ball hurling in the other direction where it exploded and reduced an office building to utter rubble. The Kinceleran than rushed forward at Hades, circling around him in a tight circle and creating a sort of vacuum that sucked out the air around the Lord of the Underworld; the god would have been knocked into unconsciousness from lack of oxygen had he not struck the Kinceleran with a lucky shot of fire at her, sending Velocity flying through and into an abandoned car, destroying it and shattering the windshield; the Kinceleran groaned and remained still.

"Ha, ha! Strike one!" Hades cheered. "Bow down to me, you worthless mortals and I just might spare your meaningless existence! I mean, seriously, I'm immortal and you're gonna die some day and meet me down in my world of darkness and what not, just to be reborn again. And that's if you get lucky!"

"You and what army?" Water Hazard snarked, ignoring the meaningless rambling.

"Oh, just me and a couple hundred of my best, undead warriors," Hades shrugged. "How's that sound? That's not gonna be a problem, is it?" he cocked an eyebrow as an amused smile crossed his pale face as the ground in front of him rumbled and cracked open while hundreds of skeleton soldiers with rotting flesh clinging to their bones and armor clambered out of the gaping crack, their bones rattling loudly.

"Me and my big mouth." the Orishan sighed as he cupped his hands together and blasted a tidal wave of water at the undead, scattering most of them into their basic components; their bones clattered loudly as some of them slowly began to rebuild them themselves while the remaining ones rushed at the three aliens, weapons raised.

"Time to wrap this up!" Cleo-wrap-tra quipped as she snapped out her bandages and swung herself up on top of an overhanging traffic light just as the skeletons rushed at her; from up above, she would whip out with her bandages and snag an unlucky warrior before slamming him into one of his brothers, scattering their bones everywhere before she moved onto the next skeleton.

"Oi, puns. Yer killin' me here!" Hades face palmed before Cuatro Arms launched herself at his face and slammed a fist into his face before jumping down onto his shoulder and grabbing onto his ear, yanking as hard as she could and elicting a scream of pain from the god.

"That's the idea!" Water Hazard yelled as he jammed his hands towards the ground and fired off a blast of pressurized water, shooting high up into the air before the Orishan fired off a jet of water at Hades's face, knocking him back a few feet and succeeding in putting his hair out, much to his irritation.

"Hey! Quit puttin' my hair out! It's something the ladies like!" the Lord of the Underworld protested.

"Yeah, the only thing they like." Cuatro Arms grumbled under her breath.

"Oh, what do you know, you four-armmed freak?" Hades growled, grabbing the Tetramand in his hand and clenching his fist tightly in an attempt to crush her.

"My ghoulfriend is not a pair of die!" Water Hazard snarled, grabbing onto Hades's robe as he fell back down to the ground.

"Get off of me, you overgrown shrimp puff!" Hades growled grabbing the Orishan in his other hand and tearing him away from his robe before chucking him down to the ground and stomping on him with a heavy sandle. "Now where's the bandage gal?" he wondered.

"Right here!" Cleo-wrap-tra screamed as she lashed out with her bandages and wrapped them a tall overhang above Hades's head before she swung herself forward and kicked the god in the face, releasing his hold on Cuatro Arms and sending her tumbling to the ground.

"C'mon, Ben! We're not making a dent in him!" Cuatro Arms pleaded as she rushed over to the crater Water Hazard had made with his body upon impact.

"Not yet anyway." he groaned as he was helped to his feet. "Give me a sec." he added as he took a deep breath and slapped the Omnitrix disk on his chest, engulfing himself in a bright, green light and warping his genetic code into something new. His skinny figure suddenly swelled as hundreds of muscles piled on top of each other, sending his growing form upwards until he was more than twice as tall as his previous self. His fingers pulsed as thick veins appeared on his arms, sending alien blood through them. A second pair of eyes appeared above his own and every hair on his head disappeared. A short beard appeared on his chin that ran up to his disappearing earlobes as his jaw jutted out. Suddenly, a second pair of smaller arms burst out from under his own, still just fresh muscle and bone. Veolcity felt like she was going to be sick until rough, red, skin covered them. Ben's toes melded into two large claws as a row of small spikes appeared on his head and shoulders. A black undershirt with a green stripe down the middle as a pair of black pants appeared as two pairs of black fingerless gloves came out of nowhere on his large hands, finishing the transformation.

"He just messed with the wrong Tetramand." Four Arms growled as he cracked all four of his heavy knuckles.

"Ooh, I'm liking what I'm seeing." Cuatro Arms purred happily, earning an odd look from her male counterpart. "Hey, don't blame me, blame this DNA; you're apparently prime meat to female Tetramands."

"Okay then . . ." Four Arms trailed off before shrugging. "C'mon. Lets beat this guy four ways to Sunday!"

"The wise cracks never end, do they?" Cuatro Arms rolled her eyes.

"No, no they do not." Four Arms grinned before the both of them charged at the massive god, swinging their arms back and forth as they jogged before they simultaneously launched themselves through the air and at Hades's face just as Cleo-wrap-tra dodged a swipe of the God of the Dead's hand. The two Tetramands landed on either of shoulder where they grabbed his ears and pulled as hard as they could before jumping on top of his bald scalp and driving all four of their hammer fists into his skull. They then jumped down his front, grabbing on his robe and sling-shotting themselves back up where they delivered a double uppercut to his jaw and caused him to stumble.

"Time to end this, me hearties!" Velocity yelled as she pulled herself free of the car and cracked her back, wincing slightly at the loud noise she made. With a quick twitch of her wheeled feet, she zipped forward in a peach and blue blur and zoomed tightly around Hades's feet, running faster and faster as Hades was lifted up into the air a few feet at a time as she created a stronger vaccum than before, siphoning the air out of the vortex and leaving the Lord of the Underworld without any breath; the Kinceleran came to a screeching halt as Hades tumbled over onto his back with a loud boom!

"Yes! We did it!" Velocity cheered; it was then that she noticed all three of her team mates were unconscious from lack of oxygen, having been caught up in the vacuum. "Oops."

* * *

"Alright, what are we up against?" Graviton wondered as she jogged along the street.

"From what I gathered from the fleeing populus, I'd wager something pretty big." Balle Weevil mused as she rolled her plasma ball along, collecting whatever debris was lying in the abandoned streets. "How's Nefera doing?"

"Horrible, that's how! It reeks down here!" Jawsmine's voice came over the Omnitrix attached to Eye Gal's belt.

"I imagine it would, considering you have to travel by sewer just to keep from drying out." Balle Weevil sighed sympathetically. The three aliens continued their way down the road, pausing every now and then to check up with Jawsmine to make sure she was traveling the right way through the sewers beneath them. Eventually, they came across the spot where the annomolie had opened up and leaked over to the current dimension.

"Aw, Voltage." Graviton cursed upon seeing their opponent.

"W-we have to f-f-fight that!?" Eye Gal trembled, all of her eyes wide with terror and her body visibly trembling. Standing before them, having finally noticed the three aliens, was a massive dragon with gigantic wings and a long tail that easily sent the abandoned vehicles on the road flying straight at them in front of a wave of fire the dragon sent forth from its jaws.

"Run!" Balle Weevil screamed as she pumped her jointed legs and rolled her plasma ball out of the way as fast as she could; Graviton was following her, about to take a deep breath so she could attempt to fit down an alley way and dodge the wall of burning rubble when she realized that Eye Gal wasn't with them. The Galilean whirled around to see her Opticoid partner frozen with fear, unable to move out of harms way as the wave of fiery destruction edged closer and clsoer. With a short grunt, Graviton turned on her heel and rushed back out into the street, shielding her face with her rocky arm as she dove in front of Eye Gal and raised her hands to cover her face, tensing up and waiting for the fire to wash over her body and fore the rubble to slam into her.

Except it never did.

"What the-" Graviton wondered as she cracked open her eyes to see that the fire had indeed rushed past her, leaving her fire-proof skin smoldering slightly, but all of the rubble that was caught up in the tidal wave of heat was simply hovering in the air, their gravity being manipulated by the wavering, red disks at Graviton's finger tips. "Cool! I think I got the hang of this!" she exclaimed happily before she decided to try something and pushed her hands forward a little; the rubble shot away from her in response right back at the dragon, slamming into its iron hide and annoying it severely. The massive beast roared and rushed forward, its massive claws digging into the pavement without effort; it reared back its head and was about to blast out another wave of fire when the manhole cover in front of it rattled loudly as it was suddenly blasted out of the ground and into the air, smacking the dragon in the jaw as Jawsmine shot out of the sewers and landed on the beast's head, screeching loudly.

"Finally! Fresh air!" the Piscciss Volann gasped before she unhinged her steel-bending jaws and bit down on one of the dragon's horns and easily breaking it off with a quick twist of her head and snap of her teeth. The dragon roared and reared up on its hind legs, twisting its head to shake Jawsmine off of it as the discarded bit of horn fell to the ground and crushed a car upon impact. While the beast was distracted, Balle Weevil came rolling out of the alley on top of a massive, blue ball of plasma that she rolled right past Graviton and straight towards the rampaging dragon, hopping back off of her plasma ball and sending it rolling right at the behemoth where it slammed into the dragon's chest and exploded on contact, sending the dragon crashing onto its back and Jawsmine right up into the air.

"That's gonna hurt on landing." Graviton winced as she quickly raised a hand and focused on the Piscciss Volann's gravity and stopped her fall, setting her down gently to the ground; Eye Gal finally shook herself out of her state of shock and gulped in a deep breath before she rushed at the dragon and closed several of her eyes and firing off bright beams of pink energy at the dragon, striking it in the vulnerable underbelly and wings. The massive beast roared loudly as it feebally flapped its wings and managed to climb to its feet, now more angry than ever. The behemoth opened its jaws wide and sent another wave of fire at the Opticoid, forcing her to duck underneath the jet of fire as Balle Weevil and Jawsmine took cover behind Graviton.

"How did Ben beat this thing?" Balle Weevil wondered with exasperation as she skittered onto the Galilean's shoulder

"I haven't the foggiest idea," Jawsmine grumbled. "But am I the only that's noticed how that thing is keeping its distance from Lorna?"

Balle Weevil blinked and watched the dragon as it continually tried to blast Eye Gal with a jet of fire, just barely missing every time; while the massive reptile would sometimes send a jet of fire at Graviton that would often explode at her feet, the dragon ventured no further, as if it were keeping its distance from the Galilean for a specific reason. "I think I have an idea." Balle Weevil mused. "Bonita! Retreat!" she hollered.

"You don't need to tell me twice!" the Opticoid cried as she back flipped out of the way as a blast of fire struck the spot where she had been moments before. "What's the plan?" she asked.

"Just follow my lead," Balle Weevil instructed as she spat out another ball of plasma and rolled it around on the road, gathering up all the pieces of rubble created during the battle until she had a sizeable plasma ball roughly the size of Jawsmine. "Lorna, I need you to do your gravity thing again and hurl this thing and Bonita at the dragon."

"WHAT!?" Eye Gal panicked.

"Look, just trust me on this, okay?" Balle Weevil sighed as she hopped off of the ball of plasma and onto Graviton's shoulder. The Opticoid was about to protest when the dragon's roar met her sensitive ears, causing her to wince slightly. "Fine. Just make it quick." she sighed.

Graviton nodded as she raised her hands and focused on the ball of plasma and Eye Gal, manipulating their gravitation fields and lifting them off of the ground by a few inches. The Galilean then moved their hands to the side, moving the two of them with it as she slowly spun around in a circle for a few times before realizing that Eye Gal and the plasma ball were floating around her in a tight ring without any help from her.

"I have my orbit?" she marveled.

"You're a living planet. Of course you would have your own orbit!" Balle Weevil pointed out as she jumped off of Gravition and skittered down an alley way after Jawsmine and hiding behind a trash can after she hoped she was out of range.

"Hmm. I wonder . . ." Graviton mused; Eye Gal gulped nervously as the Galilean wrapped her arms around herself and tucked up her legs underneath herself, forming herself into a perfect sphere so that the rocky plates that covered her body seemed to form continents and that black markings seemed to make deep, black oceans that covered most of her body as her planetary core throbbed and pulsed deep within her. A wind started to pick up as the air started to orbit Gravition rapidly, forming a tight atmosphere around as her cars, lamp posts, and other discarded items were lifted off of the ground and pulled into the Galilean's orbit with Eye Gal and the plasma ball; the dragon whimpered like a frightened puppy as it dug its claws into the road in a fruitless attempt to remain where it was until it was pulled free and sucked into Graviton's orbit, bellowing loudly as it swung around and around the living planet while taking potshots at Eye Gal and snapping its jaws at her.

"Let 'er rip!" Balle Weevil instructed from afar.

"If you say so!" Graviton grunted as she released her gravitional hold on the dragon and sent it hurling down the road with a loud roar. The rubble and debris that had been caught up in her orbit were the next to go, slamming into the dragon's bulk with extreme force and dazing it slightly. Next came the plasma ball with Eye Gal closely behind, the two of them shooting across and low to the road as Eye Gal screamed at the top of her lungs, closing all of her eyes in the hopes she wouldn't have to see her death; instead she found that she saw the world again like she had before changing form and scremaed even louder upon finding out that a massive eye attached to a flexible vein had split out from her belly button and was glowing an ominous green. The ball of plasma slammed into the dragon and exploded as the Opticoid instinctively fired off heer massive eye and blasted the dragon herself before slamming into it with a loud thwack!

"Bonita! Are you okay?" Gravition wondered as she unfolded herself and landed back on the ground before rushing towards the unconscious dragon to see Eye Gal resting against its belly, breathing heavily and wincing slightly at the pulsing sensation her multiple eyes were giving off.

"Th-that . . . that was a . . . a total rush!" she exclaimed with amazement.

"So . . . you're okay?" Graviton hummed.

"Okay? I'm better than okay! I feel alive!" the Opticoid exclaimed happily with a loud laugh. "When's our next battle? What're we up against next?" she asked eagerly.

"How about we focus on getting Lizard Breath here contained." Jawsmine suggested as four, loud beeps filled the air and engulfed the aliens in various flahses of colorful lights, returning the ghouls to the world.

* * *

"Okay, we're here. Now what?" Kilauea wondered.

"Patience is a virtue, Twyla." Minutette said calmly, folding her arms across her chest and freezing.

"What are you doing?" Kilauea cocked a smoldering eye.

"I am meditating," the Chronosapien replied. "My new form does not allow me to assume the proper position to meditate; I am improvising."

Kilauea sighed and leaned against a lamppost with her arms folded over her chest as she drummed her flaming fingers on her arm to pass the time; Stinkerbell was attempting to experiment with various gases and chemicals, but with the large amount of people and aliens strolling around them without a care in the world, she wasn't able to do much without hurting anyone. Sonic Doom however, was having a grand old time as she effortlessly split herself into multiple clones and played a game of tag with herself, racing through the crowds like little kids and swinging up and off lamp posts and traffic lights like hyperactive monkeys.

"I sense a disturbance." Minuette announced. "Prepare yourselves for the battle ahead."

"What battle?" Kilauea asked.

"Give it exactly seven seconds." the Chronosapien replied before the air behind her suddenly rippled like water and exploded into a flash of bright light and a loud roar; pedestrians fled in a panic, running over each other to be the first to leave as the four aliens gathered together to face the oncoming threat. A loud rumbling shook the ground as something came rushing out of the bright vortex and into the streets of Bellwood, trumpeting loudly with their trunks and swinging their tusks back and froth as they stampeded.

"Mammoth stampede!" Stinkerbell cried as she grabbed Sonic Doom and dove out of the way of the rampaging pachyderms as Kilauea threw herself to the ground and Minutette jogged as fast as she could out of the way.

"We must stop them!" Minutette exclaimed, feeling slightly winded.

"And how do you propose we do that?" Stinkerbell wondered, dusting off her hands after setting Sonic Doom back on the ground.

"Simple enough." Minuette shrugged without concern. "I believe time is on our side." she simply shrugged before she clapped her hands together and raised them above her head, a dark green beam pulsing outwards from the windup key-like protrusion on her head as it slowed down and tolled like a hollow bell; the effects were immediate as the herd of mammoths started to slow down, their movements like they had been drowned in a tidal wave of syrup as they slowly inched their way down the road, their trunks slowly hooking under abandoned cars and flipping them over, the vehicles oozing their way through the air before they slammed into the ground at an agonizingly passive pace.

"Where'd you learn to do that?" Sonic Doom blinked at finding that she and the rest of the aliens were able to move normally while everything else was lackadasisical beyond belief.

"I have witnessed Ben himself perform the task. I am sure you remember the time he saved Robecca from being reduced to a pile of scrap metal, no?" Minutette recalled.

"Oh, yeah! Wasn't she trying to jump the school again?" Stinkerbell wondered.

"Um, guys? Mammoths?" Kilauea interrupted.

"Oh. Right." Stinkerbell remembered. "So, uh, how're we doin' this?"

"I believe I have a solution." Minutette spoke up. "If Gigi can create a simple mixture of sleeping gas, we can restrain the mammoths until we can send them back to their natural habitat."

"And what about us?" Sonic Doom wondered, gesturing to herself and her Pyronite partner.

"I can not keep my hold on the time stream for much longer," Minuette replied. "If I put too much strain on the time line, it could have disasterous effects; your jobs will be to hamper the mammoth's movements and confine them within the city block until Gigi can put them to sleep. Can you do that?"

"Are Sonorosians loud?" Sonic Doom smirked.

"Fair enough." Minutette nodded. "I am now going to release my hold on the time stream. Everyone ready?"

"Ready whenever you are." Stinkerbell gave the thumbs up as a noxious ammount of chemicals started to swirl around in her gut; the Chronosapien nodded and raised her hands above her head again, spinning the key clockwise once more, sending out another pulse of green light that returned everything to its normal time and speed. By then, Kilauea had managed to run ahead of the rampaging pachyderms and chuck a ball of fire down onto the road, creating a wall of fire in front of the animals and halting them in their tracks. The mammoths trumpeted and rumbled before splitting away from the herd and tried to find alternative ways of escaping.

"Stop right there!" Sonic Doom demanded as a group of mammoths led by a large bull approached her with the intention of crushing her beneath their large feet and going on their way. The female Sonorosian narrowed her eyes as the elephants continued their approach without any heed to her warning and she split herself into half a dozen more clones. "Alright! I warned you! WALL OF SOUND!" she screamed after each clone inhaled a deep breath and spat it back out at the mammoths, screaming as loud as they could; the mammoths held their ground for as long as they could, their ears and thick fur flapping in the breeze created by the sound wave before they could stand it no longer and were knocked off their feet, tumbling through the air and crashing into a pile in the middle of the block.

"How is the sleeping gas coming along?" Minutette pressed.

"Nearly there! Just gimme a couple a more minutes!" Stinkerbell grunted.

"Bombs away!" Kilauea cried as she closed off another road with a wall of fire, trapping the mammoths in a four block radius as they thundered about, looking for some way to escape their confinement while Sonic Doom played a form of chicken with the braver members of the herd, standing her ground as they charged at her before she blasted them with another sonic scream.

"Done! Everyone hold your breath!" Stinkerbell yelled as she curled up into a tight ball and released the gas within her with a loud hiss from her nozzles. A thick, green cloud of noxious gas exploded out and enveloped everything within a four block radius, engulfing everything in sight.

"And that's how it's done." Stinkerbell smirked as the mammoths dropped one by one to the ground, out cold and down for the count.

"Um, just out of curiosity, is there still supposed to be a massive hole right there?" Kilauea wondered, jerking a thumb towards the massive vortex swirling and hovering in the air; on the other side of the portal was a hot, humid jungle with hundreds of tropical trees and plants with loud bird calls and insect buzzes coming from the other side that was occasionally interrupted by the growl of a sabertooth tiger or squeal of a giant warthog.

"This does not bode well." Minutette gulped.

* * *

"Come back here, Tennyson, so that I can destroy you!"

"For the last time, I'm not Ben!" Tourma cried as she shifted her arms into a pair of razor sharp blades and deflected a blow from Van Hellscream's spiked club; Tourma, Rollchele, Draculaura, and Clawd had found the ex-monster hunter rampaging near the entrance to Undertown, attacking any alien that attempted to get in or out of Undertown. What was even worse, was that the annomolie he had come through was still open and blocking the entrance to Undertown; that, and Van Hellscream was still an ogre.

"RAAAAGH!" Van Hellscream bellowed as he raised his club and smashed it down on Tourma's head just before Rollchele barreled into him and flattened the ogre to the ground. The Arburian Pelarota barreled down the road and back around to run him over once more as Tourma climbed to her feet, rubbing her silicon skull with disdain. Nemibear bellowed and rammed herself into Van Hellscream's bulk, raking her claws across his tough skin and leaving deep, red marks as the ogre shoved her off and bashed her over the head with his club.

"Stay here." Clawd instructed Draculaura as they hid under a nearby tree; Nemibear climbed to her feet and shook her head before slapping the Nemetrix disk on his collar, engulfing herself in a dark, red light. Her fingers ground and cracked before being forced together into razor, sharp spikes; her feet and toes all melted into into sharp spikes as well as her thighs and arms swelled with muscle and sinew as long, coarse hair started to sprout from her expanding limbs. Her back cracked and ground as it melted into a sharp abdomen with pale,white plating. Jane's eyes flashed a light blue as her jaw jutted outwards, her teeth cracking and grinding into needle-like protrusions. A thick, red, spiked collar formed around her neck with four more leg-like growths forming just behind her collar, completing the transformation.

"Clawd, I can handle myself." she argued.

"Out in the middle of the sun?" he countered; Terroranchula screeched loudly and spun a quick energy web between her jointed legs before casting it over the ogre and pinning him to the ground as she skittered closer and towered over him just before the ugly brute snapped the netting off of him and slugged the large arthropod in the jaw, sending it staggering back.

"Yes," Draculaura nodded. "I may get a horrible sunburn, but saving a world is more important than my complexion."

"I knew I fell in love with the right ghoul." Clawd smiled as he charged out from underneath the tree with Draculaura by his side; Van Hellscream bellowed and swung his club, missing Clawd as the werewolf ducked underneath the blunt weapon and then slugged him in the jaw as Draculaura ignored the burning sensation in her skin and beat the ogre over and over in the face with a pair of sticks she had picked up. Tourma saw her chance and slammed a fist into the ground, biting her lip nervously as crystals started to burst and jut out of the ground in a long line away from the Petrosapien until it ran into Van Hellscream and formed a makeshift prison around him, trapping him to the spot as he defended himself from Clawd and Draculaura's attempts to beat him senseless.

"Frankie! Launch me!" Rollchele yelled.

Tourma nodded and jammed her other fist into the ground as Rollchele curled back up on herself and rolled a distance away as a large ramp composed entirely out of hard diamond thrust itself out of the ground just as the Arburian Pelarota came hurling at it. She soared high up into the air before she came plummeting back down like a cannonball of death, spinning around and around until she came crashing down on top of Van Hellscream and sent the both of them deep into the ground.

"Spectra! Can you here me?" Tourma yelled.

"I . . . think I'm gonna . . . barf . . ." Rollchele groaned as she uncurled herself and staggered out of the hole she had created, leaving a dazed Van Hellscream behind.

"Well, that's one problem solved," Clawd sighed. "But what do we do about that?" he wondered, pointing a finger at the large, swirling portal that blocked the entrance to Undertown; on the other side of the vortex, a massive snow storm was raging in front of the Hellscream Mansion.

"Or this?" Draculaura added with a pained hiss as she pointed to her bright red skin. "And I've only been out here for ten minutes!"

"Take my jacket, babe. It should be more than enough to cover you." Clawd said as he slipped off his Monster High Letterman jacket and handed it to the burning vampire; she took it graciously and wore it in a fashion similar to a poncho, something that made her giggle slightly as her face flushed a deep pink.

* * *

Rook grunted as he raised his energy blade to block a swing of the angry dragon's own blade, the weapon being a long, curved samuri sword; the Revonnahgander was caught off guard as the samurai dragon swished his tail and swiped Rook's legs out from underneath him, forcing him to drop his Proto-Tool and stand on his hands as he swung wildly with his feet in an attempt to knock the blade out of the metal dragon's hands.

"Where is my sister, you foul demon!?" the samurai demanded to know.

"We might be able to answer that if we knew who you were, bub!" Sawsana snapped angrily as she rushed at the samurai and swung her sharpened hands in a quick, scissoring motion that severed the long blade into four sections that clattered harmlessly to the ground. The samurai growled angrily as he pulled out his last sword from the holster in his back, growling angrily as he swung his sword in wide arcs, forcing the Parae Cortarix back with every swing until he was suddenly struck in the back from a short blast of electricity. He whirled around to see Electra floating there in the air with a wide grin on her face, cackling madly as she easily evaded the swipes from his sword that followed.

"I am Chein-Po Long, and I demand to know where my sister is!" the metal dragon roared loudly.

"Wait, if you are Chein-Po Long, than perhaps you related to a Ms. Jinafire Long?" Rook guessed.

"You!" Chein-Po roared, thrusting out the metal claws on his hand and jamming them downwards, trapping Rook by the throat as he edged closer and hissed venomously. "How do you know that name?" he hissed angrily.

"Because . . . she is the fiance of my partner . . . Ben . . ." Rook choked out before Sawsana rammed herself into Chein-Po's side and sent him flying off of the Revonnahgander and down the street, sparks flying in all directions as his metal suit and claws dug into the road. "Thank you, Ms. Wolf." Rook said.

"Please, Rook. Just call me Clawdeen." Sawsana waved it off before turning to the samurai. "And just what is your deal with Ben?" she snarled.

"Don't you dare say that name in my presence!" the Chinese dragon snapped angrily. "He has stolen my sister away from my family with his retched, shape changing ways, and left me without honor! My father demands that she be brought home at once so that her hand may be won by a proper opponent!" he yelled.

"I sincerely doubt that." Tortuga frowned as she touched to the ground with Abbey and Heath clinging to her shell. "Sorry we are late. We had to help with evacuation; yoy would not believe some of the other monstrosities the others are having to face."

"Is not good, that much Abbey will say." the yeti frowned.

"And that's putting it lightly." Heath shook his head before he noticed Chein-Po. "So who's the nut-ball?"

"By all accounts, he would appear to be related to Ms. Long." Rook explained. "Her brother to be more specific."

"Indeed," Chein-Po growled. "And I will tear this entire city apart until I have defeated Ben Tennyson once and for all and have rescued my sister from his horrific world."

"Geez. Racist much?" Heath frowned as his hair started to smolder lightly before it exploded into red, hot flames, fire licking away at his finger tips and a dark look crossing his face; Abbey smirked upon seeing him as ice crystals crawled up her arms and wrists, freezing in and over and into a pair of thick, frosty, ice gauntlets tipped with razor sharp claws similar to Chein-Po's.

"Six against one? This hardly seems fair," Chein-Po hissed. "For you, that is." he added with a hint of amusement before he pulled his sword out of the ground and rushed at the group, parleying the swing of Rook's energy blade and ducking under Sawsana's razor sharp hands before kicking her in the gut and smashing the blunt end of his blade into Heath's chest, knocking all three of them down to the ground for the moment; the remaining girls shared a surprised look before they all rushed him at once, Tortuga spinning her flippers at a hurricane speed to blow Chein-Po back as Electra rushed forwards and blasted him with as much electricity as she could muster, the dragon's metal armor amplifying the shock tenfold.

"Hold still so that Abbey my cut you like yak butter!" Abbey yelled as she charged at Chein-Po and rammed her head into his gut, his body snapping forward before it snapped upwards as Abbey delivered a swift uppercut to his mouth. She then grabbed him by the shoulders and smashed her head into his, dent his helmet as she then grabbed him by an arm and easily flipped him over her shoulder before slamming him into the pavement; the yeti then ran a few feet away before jumping onto the roof of an abandoned truck and launching herself off of the roof, crashing down onto the samurai in a painful anvil drop that severely damaged the armor when she landed.

"You are as weak as newborn yak!" Abbey spat angrily, resting a foot on Chein-Po's chest, peering down on him with a deep smirk.

"Abbey! Ghoul, that was awesome!" Heath exclaimed excitedly.

"Please to be stopping with the boying of fan. Is not becoming of friend that is boy of Abbey." Abbey rolled her eyes.

"Right. Sorry. My ba-" Heath apologized before he realized something. "Wait a minute. Did you just say what I think you said?" he wondered.

"So what if Abbey did?" Abbey frowned, the icy, blue skin around her face turning a bright pink in color.

"Because it means you like me!" Heath cheered happily; Abbey was about to retort when Chein-Po raised his arm and sent the yeti flying into Heath, knocking both of them to the ground in a somewhat awkward position.

Heath groaned as he shook his head to clear the dull throbbing in his skull before he realized that not only was Abbey lying directly on top of him with her arms around him and her breasts pressed into his chest, but her lips were pressed to his own, a small cloud of steam enveloping the both of them as Tortuga shielded herself from Chein-Po as he swung his sword, only to be backhanded by her massive flipper.

"Please don't kill me." Heath whimpered when their lips separated.

"Why would Abbey kill the friend of boy?" Abbey cocked an eyebrow.

"Uh, because you've threatened me every other time something like this has happened?" Heath cringed, fully expecting to be assaulted by a hurricane of blows and slaps that would most likely result in a painful attack to his face and nether regions.

"Does Hot Head not like that about Abbey?" she quirked an eyebrow; Tortuga clapped her flippers together like a pair of cymbals over Chein-Po's head as he smacked her across the face with the flat of his blade and ducked just in time to avoid a swipe from Sawsana as she slammed into Tortuga and sent the both of them rolling.

"Well, yeah, but it really hurts," Heath explained. "Plus, you seem like the kind of ghoul that doesn't like to be touched very often."

"Is true." Abbey admitted with disdain. "Contact of physical is rather uncomfortable to Abbey; back home, contact of physical often mean Abbey must defend herself."

"Well here, it means someone likes you." Heath explained.

"This, Abbey knows. It take time getting use to." Abbey sighed.

"So, does this mean you do or don't want to hurt me?" Heath wondered, his body tensing slightly when he caught sight of the look in Abbey's eye.

"Abbey does not wish to hurt you," Abbey explained as she climbed off of Heath and helped him to his feet. "Abbey only hurt Hot Head if he misbehave."

"So, does this mean we're an item?" Heath summed up.

"Abbey do not know what item is, but if Hot head ask if Hot Head and Abbey are the friend of boy and ghoul, then Abbey's answer is 'yes'." she smiled. "And there will be more of the kissing if Hot Head help Abbey defeat angry dragon of metal."

It was as if Electra herself had suddenly struck Heath with the full force of a lightning strike. Red, hot fire consumed his entire body, turning him into a living torch as he charged straight at Chein-Po as he held Rook at sword-point. The dragon never saw it coming as Heath slammed into him and slugged him once, twice, thrice, four, five, six, even seven times as Chein-Po's body convulsed with every punch from the fire elemental's fists. The samurai yelled with surprise as Heath drew back another fist and punched it straight into his gut, cutting right through his armor with little effort before he slugged him twice in the jaw and hurled him up into the air.

"Lights out, sucker! AHAHAHAHAHAHA!" Electra cackled as she zapped the dragon with a sudden charge of electricity when he was the highest point in the air, nearly blinding everyone as he came falling back down, screaming at the top of his lungs as Abbey suddenly tackled him like a football player and slammed him into an abandoned garbage truck, slugging him once in the face before pulling his helmet off and holding it high above her head like a trophy.

"Abbey has conquered the samurai of Long!" she yelled.

"Hey, I helped!" Heath protested.

"Mistake is Abbey's," she apologized. "Abbey and Hot Head have conquered the samuri of Long!" she corrected herself. "And as Abbey promised, there will be more of the kissing that Hot Head enjoys so much." she purred, kissing Heath on the cheek and enveloping their heads in a small, cloud of steam as Heath howled loudly.

"Is Ms. Bominable normally like this?" Rook asked Sawsana.

"To be honest? Pretty much." the Parae Cortarix shrugged before her Omnitrix timed out and swallowed her in a flash of bright, yellow light, returning Clawdeen to the world. "And Rook? If I were you, I'd move a couple of feet to your left."

The Revonnahgander quirked an eyebrow at the suggestion, but nonetheless took a couple of steps to his left with a confused look before a sound met his ears and he caught sight of the smug smile on Clawdeen's face.

"WOOOOOO-HOOOOOOO!" Crashhopper whooped with joy as he came plummeting back down towards the earth just ahead of Velocity as she zipped through the streets, Cuatro Arms, and Cleo-wrap-tra as the two later of the three jumped from rooftop to rooftop or swung from lamp post to lamp post with her bandages; Crashhopper came crashing back down to the ground in a cloud of dut on the spot Rook had been moments before.

"Thank you, Ms. Wolf. You have saved me from severe injury due to Ben's negligence." the Revonnahgander thanked Clawdeen. "But if I may ask, how did you know he was coming ahead of time?"

"Hey!" Crashhopper huffed angrily.

Clawdeen ignored her boyfriend in favor of answering Rook's question. "Sensitive hearing. Best in the Monster world." she grinned.

"Insulting me aside, I can assume things went well here?" Crashhopper frowned as the Omnitrix timed out and returned Ben to the world.

"Yes. Other than the fact that our adversary knew and wished to destroy you, things went well." Rook nodded.

"Yes," Abbey agreed. "Metal dragon wished to be hurting Ben very much; Abbey and Hot Head teach him lesson of value, so there is to be little worrying."

"And I scored me a hot babe!" Heath added in before Abbey slapped him across the face. "Right. Abbey. Not a babe, Abbey." he corrected himself as he held his throbbing cheek.

"Abbey is to be thanking you." the yeti smiled sweetly.

"Ah, yes. Ms. Abbey Bombinable. Your personality never ceases to amuse and warm those around you." a warm, gentlemanly voice chuckled. Everyone whirled around to see a black and gray haired man standing beside the wreckage of a city bus. He seemed to be in his late thirties, possibly fifties even, tough Ben knew it would be impossible to tell. He wore a white lab coat with gold trimming and black pants with brown boots. A pair of green tinted goggles was around his neck and he leaned on a cane. His right hand was missing, replaced by a large, metal gauntlet with a clock on its top.

"Finally! Paradox!" Ben sighed with relief.

"Indeed, Benjamin." the Time Walker nodded. "I can assume you wish to know what is happening?"

"Yes!" Ben sighed urgently.

"Well, the fact of the matter is that I am not entirely certain for myself." Paradox admitted.

"WHAT!?" everyone exclaimed.

"Well, it is not like this hasn't happened before." Paradox shrugged. "Although to be truthful, this is perhaps the 684,094,578th time this has happened."

"Wait, are you saying you've been doing this kind of thing that many times?" Clawdeen marveled with disbelief.

"To be honest, yes." Paradox conceded. "In all honesty, I have been through this situation and many more like it more times than you could ever imagine, all to make sure that everything works out for the greater good in the end."

"Wait, wait, wait. You're saying you've put infinite versions of us through this whole mess an infinite amount of times, each time with different results?" Cuatro Arms snarled.

"Yes." Paradox said simply.

"Good. Just wanted to be clear." the female Tetramand huffed.

"Professor Paradox, can you please tell us what's going on?" Ben sighed as he massaged his aching temples.

"Certainly." the Time Walker smiled warmly. "To put it quite simply, your ghouls presence has caused the fine line between both of your dimensions to snap, allowing things and people from either dimensions to bleed through, like a permanent marker on a sheet of paper."

"Wait, what?" Ben gaped.

"Currently, Fanghai is under attack from a mutated To'kustar that was allowed safe passage from the Null Void during one of these bleeds." Paradox replied. "And Londoom is suffering from a stampede of Pyroxivores in addition to a pack of rabid Vulpimancers that have forced most of the populace to flee the city."

"What about New Salem?" Ben asked desperately.

"It is currently being attacked by the Incursean Empire," Paradox said absentmindedly. "But on the bright side of things, both sides of the community have band together to combat against the invasion; both Normie and Monster are finally working together." he added with smile that only reassured Ben a little.

"At least things could not possibly get worse." Rook shrugged.

"DUDE! What have I told you about not saying that!?" Ben screamed.

"Indeed, Rook. In accordance to Omniversal Law of Karma #234,454,875,991,337,223.02: Section 67, Sub-section 198787, Article 23, Sub Article 23, Chapter 3765488, Paragraph 62-A, Line 69-V." Paradox seemed to ramble. "To put it quite simply, you have put yourself in a monumental amount of trouble." Paradox saod sympathetically.

"Seriously!?" Ben's eyes widened with disbelief.

"I believe it was an alternate version of myself that said that." Paradox mused to himself. "Eh, no matter. I'm sure this time around everything will turn out dandy."

"And how'll everything turn out 'dandy'?" Ben grumbled sarcastically.

"Well, you could start by avoiding the upcoming meteors." Paradox said simply; Ben yelped in panic as he looked upwards to see hundreds of fiery rocks plummeting towards the earth at a frightening speed. Velocity gasped and zipped forward, snatching Ben up in her grip and zooming out of harms way, dodging and rolling to avoid the meteors as they slammed into the road with loud explosions of red, hot fire that seemed to bake the air around it into bacon; the rest of the ghouls and Rook dove for cover, hiding inside of the surrounding buildings or vehicles, and only Paradox seemed unconcerned as effortlessly dodged the meteors with little concern.

While the ghouls and Rook starred in shock, Ben didn't seem the slightest bit fazed and ran back out into the streets once the hell storm had ended. "How do we fix this?" he asked desperately.

"There is but one way," Paradox answered with what Ben could only guess to be an amused grin.

"What? What is it?" Ben pressed, not appreciating the way the Time Walker seemed to be toying with him.

"Give it some_ time_," the Professor seemed amused at his own joke as he glanced at the metal hand that had replaced his missing limb. "Exactly five and a half seconds, to be exact." he added. No sooner had he said that, had a a large, purple portal opened up behind him and two figures step through and out into the world before the vortex closed behind them. The first of the two figures was a little taller than Ben and had short, spiky, black hair with bangs and a pair of cold, amber eyes. He was in peak, physical condition and was very possibly the most handsome man anyone had ever laid eyes on, even if they themselves were man; he was that handsome. He wore a black tank top with a green Omnitrix logo on it, a pair of brown, leather pants with black, leather boots, and had a wristwatch strapped to his right wrist that greatly resembled the Omnitrix. The second of the two wore a black and white pinstriped vest over a white dress shirt with dull brown colored pants and shining black shoes polished to their fullest. His skin was slightly tanned and, similar to Paradox, had his left hand missing only to have it replaced by a strange, bronze limb that looked like a cross between a sort of gauntlet and skeleton. On his head, he wore a top hat with a pair of goggles around the brim and he had a full mustache that made him look quite intelligent. But it was the eyes that caught everyone's attention as he twirled a timepiece topped cane around in his fingers; they twinkled like the newly born stars, as if they knew something everyone didn't.

"Ah, young master Drake and Professor Hexiciah Steam." Paradox nodded. "So nice of you join us. I assume you have it?"

"Indeed." Hexiciah nodded.

"And let me just say it was not easy to make." Drake grumbled. "My brain hurts; and that's after fusing a Galvan, Cerebrocrustacean, Twin, Protinaphibian, and a Cephalahersenian. Not a pretty picture, let me tell you." he shuddered.

"But incredibly intelligent. Drake here was able to complete it in little under an hour." Hexiciah announced proudly.

"Intelligent, yes. Pretty to look at, no. And I'm pretty sure there's still some kinks in it," Drake mused unhappily. "After all, Azmuth created the original, and it's really hard to beat the original."

"Someone mind telling me what the Sphinx you're all talking about!?" Ben yelled, his patience at a wit end.

"The Ultimatrix." Hexciah said simply.

That made Ben stop cold. "What?"

"The Ultimatrix." Hexciah repeated. "In order to prevent the destruction of both dimensions and all linked to them, we need Alien X. But even your Celestialsapein form is not enough to prevent the bleeding of the dimensions; we need an evolved Celestialsapein."

"Does that even exist? And why can't Drake do his mumbo-jumbo thing?" Benn wondered. "I thought he was 'all powerful'?" he mocked.

Drake did not seem the slightest bit phased. "While that may be true, Ben, there are limits to what I can do. While I could easily fix this issue with little consequences, the three of us and more are restricted by a set of rules to what we can do."

"Yes, the Multiverse Preservation Act can be most upsetting at times." Paradox sighed. "You however, Benjamin, are not bound by such laws just yet. You will be able to complete this task and save both universes before the Celestialsapeins will take notice. And by then, I am most confident you will know what to do." the Time Walker smiled knowingly.

"So, where is the Ultimatrix?" Ben asked.

"It's already on your wrist." Drake grinned with amusement. Ben blinked and looked down at his left hand before giving a startled yelp upon seeing the green, gauntlet device now fixed to the back of his hand just before the Omnitrix.

"So, uh, do I just use it like I use to?" Ben guessed.

"Pretty much," Drake nodded. "And before you get ideas, I would highly suggest against activating the Omnitrix and Ultimatrix at the same time."

"Indeed. The last time we attempted this, it had unforeseen and highly undesirable outcomes." Hexiciah nodded gravely.

"I don't think I want to know," Ben shivered. "So can I keep this after we've saved both universes?"

"Certainly not," Paradox shook his head. "That was actually the consequence of last time. Not a pretty picture, to put it simply.

"Alright, alright," Ben sighed. "So do I just turn into Alien X now or what?"

"Actually, I would advise crossing back over to the Monster High dimension and stopping the mutant To'kustar from destroying Fanghai and laying waste to the rest of the earth. Should you not, there will be undesirable consequences to your future." Hexiciah shook his head.

"Trust us on this one." Drake nodded.

"Fine." Ben sighed as he turned to the new Ultimatrix attached to his wrist. With a shaky hand, he tapped the watch face and pressed a finger down to cycle through the green hologram that appeared over the watch face until he selected the transformation he was looking for and slapped the watch face, engulfing himself in a bright, green light as he felt his DNA bending and warping into something new. He felt his flesh become slightly squishy and more stretchable, glancing as he turned a dark green in color, parts of his hips, shoulders, wrists, and knees turning black. Large, red and yellow thorns ripped out of his shoulders and arms as he grew taller and taller, his head just barely scraping the low ceiling of the sewer. His hands turned into yellow claws covered by a dull orange covering with small spikes on his knuckles as fleshy thorns popped out of his disappearing knee caps and melting toes. His entire skeleton seemed to vanish completely to be replaced by something like the stem of a plant. His felt his head become engulfed in a flesh flap as his ebbing skull became pointed and brightly colored. The flap suddenly split open, forming into a kind of collar as the Omnitrix appeared on his stomach.

But the transformation didn't end there. His soft, green skin started to crack and splinter horribly as it faded into a dull, weathered brown, like that of an old oak tree that had seen hundreds of summers and winters over its life time. He clenched his fists as the bark crawled over his skin and down his fingers, turning them into sharp claws as more muscles and tissue formed underneath his skin, bulking himself up as his back suddenly split open along the spine; a large, blue balloon-like structure started to form along his back as his spiked head became larger and longer as it curved back to cradle the growing organ on his back. The thorns on his shoulder followed a similar pattern, growing long and curved like the branches of a tree as they held and cradled the pulsing organ on his back as more pods and orbs formed on his arms and replaced his face. His feet cracked and split into a pair of strong toes as the Ultimatrix appeared on his chest, four long, metallic tentacles sprouting outwards from the disk and completing the transformation.

"Ultimate Swampfire!" the evolved Methanosian roared in a raspy voice. He turned around to see the ghouls and Rook starring at him and awe as he towered over them at a good twenty feet or so. "Stay here." he ordered before he turned around and lumbered to the portal, stepping through with a flash of white light and appearing on the other side.

"Be careful, luv." Cleo-wrap-tra whispered to herself as Chein-Po groaned on the ground and was given a swift kick to his gut by Abbey.

* * *

"I have to say," Ultimate Swampfire grunted as he looked at the chaos that Fanghai had been plunged into. "Considering the other times I've fought off a Way Bad, this is pretty low scale." he said to himself just as the mutant To'kustar fired off a blood red beam of cosmic energy and laid waste to an entire twelve city blocks, obliterating everything within range into dust and burning rubble; the twisted titan bellowed angrily as it crushed several low buildings beneath its massive foot.

"Fanghai Police! Put your hands on your head where we can see them!" a voice demanded as the sound of nearly two dozen guns met the Methanosian's ears. With a sigh, he complied and turned around to see a dozen squad cars and a helicopter with a spotlight pointed directly at him.

"Officers, I know this looks suspicious, but I'm actually here to solve your giant monster problem." Ultimate Swampfire explained.

"Enough with your lives!" the chief spat. "You will tell us how to defeat this monster of yours or suffer the consequences!"

The Methanosian rolled his eyes. "See that portal behind me? The big, swirling thing with an entire other dimension on the other side? That's where that Way Bad came from. Now if you'll excuse me, I have a To'kustar to take care of."

The chief scoffed. "Leave this to the professionals, monster." he growled. "Take him away, boys." he ordered the officers; the men were eager to comply, training their guns on the Methanosian as he took several steps back when he was suddenly engulfed in a bright, green light as the Ultimatrix timed out and returned Ben to the world, eliciting several gasps of shock and surprise from the squad.

"Ben Tennyson?" the chief gaped.

"You've heard of me?" Ben cocked an eyebrow.

"Heard of you? You are a legend here in Fanghai!" the chief said excitedly. "You are really from another dimension?"

"Yep. Where I fight those things on a monthly basis." Ben jerked a thumb up at the To'kustar as it swatted several helicopters out of the sky. "Now if I can go do my thing . . ."

"Of course, of course! My apologies!" the chief said hurriedly, bowing deeply in the hope that he would be forgiven. "By all means deal with the monster. We will evacuate the city and provide back up if necessary."

"Good." Ben nodded as he turned to the Ultimatrix and selected Way Big before slapping the activation button and was engulfed in a bright, green light. His body began to grow as millions of muscles piled onto every part of his body, his fingers and hands swelling as alien blood pumped through his veins. Stitches appeared on his body as the transformation teared through his shirt, ripping it to shreds as patchwork skin took the place of his old one. A pair of green gauntlets formed on his hands as metallic bolts burst out from his body on his arms and back, twin gigantic conductors tearing out of his shoulders and crackling with electricity as a pair of black pants and large boots appeared on Ben. His jaw jutted outwards, a few teeth sticking out as his hair turned jet black and became long and shaggy. The final piece of the transformation was the Omnitrix popping out his right pectoral muscle, a large scar etching outwards from it as if the device had been ripped out of his body.

His arm convulsed and trembled as hundreds of thousands of more muscles swelled his arm to a massive proportion as the stitches that held his skin together creaked and stretched, a few of the snapping; half a dozen more bolts jutted out of his skin at random points while his shaggy, black hair grew longer and thicker into a large, mane of fur that covered his jaw and back. His teeth cracked and ground as they became jagged and curved up over his upper lip while three hoses on either side of his body where his ribs would be snaked out and attached themselves back to the skin, a slight glow coming from them as his conductors swelled in size, a smaller, second pair appearing next to the original and completing the transformation as he stretched upwards a few feet.

"Ultimate Frankenstrike? That's new." the evolved Transylian grinned as he looked at himself and marveled at his massive, right arm. With a grunt, he launched himself into the air, soaring over the destruction that had been sewed by the mutant To'kustar's hand and foot; he crashed down on a rooftop that was still intact, crushing it into a labyrinth of cracks and tears before throwing himself off of the roof again as the massive behemoth came into view and landed on the mutant's hand, his magnetic feet grasping firmly to the metallic skin of the giant.

"Strike one!" the Transylian cried as he jumped up onto the Way Bad's shoulder and slugged it in the cheek before climbing up onto its skull as he dodged a swipe of the mutant's hand.

"Strike two!" he yelled as he cupped his massive hands together before thrusting them downwards into the To'kustar's skull with a loud crack!

"Strike three!" Ultimate Frankenstrike roared as he clapped his hands together as the tubes on his body and the conductors on his shoulders crackled and sparked with a massive amount of electricity as the sky rumbled and swirled overhead, thundering rolling across the sky as a sudden strike of lightning came crashing down from the heavens and stabbed into the Transylian, his entire body flashing brightly with electricity as the energy coursed through him and into the gigantic alien, its metallic skin amplifying the shock by millions of volts as it bellowed in agony and roared in pain before falling to one knee and landing on its side with a loud boom!

"You're out!" Ultimate Frankenstrike breathed heavily as he jumped down from the To'kustar's head. "And so am I!" he added as he slapped the Ultimatrix jutting out from his right pectoral and was swallowed in a bright, green light. Ben's fingers hardened into sharpened blades as a long, whip-like tail sprouted from the base of his spine and stretched out a couple feet. His toes ripped out of his shoes and melted into four claws, two in front, two in back. The ball of his heel crunched forward, moving under his foot bones and becoming perfectly round and smooth, suddenly separating itself from his foot and held there by his curved toes. Ben felt his skull stretch back into a sharp point and his legs bent backwards. A pointy, black helmet with a slide down mask materialized on his head and a tight, black and green body suit appeared on himself, the Omnitrix and Skurd appearing on his chest, completing his transformation.

His skin flashed a deep lavender in color as his teeth curved upwards from his bottom lip as his skull split into three horns while a row of spikes ran down his back to the tip of his long, whip-like tail. The black orbs on the bottom of his feet flashed a bright yellow before they suddenly exploded with energy and disappeared into a whirl of chaotic energy as his eyes split into a second pair, completing the transformation as the Ultimatrix took on the form of a vest hooker over his chest.

With a quick twitch of his tail, Ultimate XLR8 took off, dashing through the streets of Fanghai faster than most of the inhabitants could blink, a sonic boom sounding off in his wake as he ran full force through the rip between dimensions and entered back through to his own dimension.

* * *

"I see Ben has gone through his plan to give each of his ghouls an Omnitrix." Hexiciah noted with a chuckle as Cleo-wrap-tra shuffled up to him as the Omnitrix timed out and returned his daughter to the world.

"Yep. And now I know what it truly means to be alive." Robecca smiled as she hugged her father. "And you're sure you're okay with my relationship with Ben?"

"Positive," Hexiciah nodded. "And not just because separating you two would create a highly undesirable outcome within the time frame. Although, I am slightly concerned about your other relationships." he added.

"I was wondering when you were going to get on my case about that." Robecca sighed.

"Don't worry about it, dear. Just like young Drake here has learned in a rather painful manner, I am not judgmental of how you chose to live your life." Hexicah reassured him. "And besides. They're lovely ghouls to begin with."

"Relationships aside, Ben should have been back by now." Paradox hummed with worry as he glanced at his metal hand; just as he did so, something came shooting out of the swirling portal in a black and lavender blur that forced everyone to hang onto something and cover their ears as a sonic boom filled the air with a low thundering noise.

"You work fast." Drake noted.

"That I do." Ultimate XLR8 grinned toothily as the Ultimatrix timed out and returned Ben to the world. "So what now?"

"Now you must get to the space between dimensions." Paradox explained. "We can take you there, but it is without any sort of atmosphere."

"No problem." Ben grinned as he turned on the Ultimatrix and selected a suitable transformation before slapping the watch face and swallowing himself in a bright, green light as his genetic code was warped and played around with. His skin changed into a smooth, chrome white that became tougher than his original. He began to shrink down until he just barely reached the ghoul's ankles as his face widened for his expanding mouth. He could feel his organs sloshing about inside him as his bones became slightly softer and more bendable; his lungs expanded until they were the largest organ in his body as his eyes became smaller and turned squinty. His ears vanished, to be replaced by small holes, and even then they were covered by hardened skin that wrapped around his head in a way that resembled headphones. His arms and legs grew shorter as the Omnitrix symbol appeared on his head, finishing the transformation.

As if to contradict what he had turned into, his frame shot back up to a rough six feet in height as his turned a shade of dark, midnight blue with black stripes and markings as his wrists swelled and bulked up to become rounded pods tipped with sharp claws as more openings in his skin formed in his ankles and disk-like shoulders. His head flattened and compressed into something that resemblance to a football as a pair of plugs jutted upwards from his wrists and shoulders, a pair of green, wire-like growths connecting the both of them as the Ultimatrix formed on his chest, clasped tightly to his skin as the transformation was complete.

"Ready. When. You. Are." Ultimate Echo Echo saluted.

"Wait," Robecca interrupted, halting Ultimate Echo Echo in his tracks before he could step through the portal Paradox had opened up. "I'm coming with you." she said firmly.

"No. You. Are. Not." the Sonorosian disagreed.

"Yes, I am." Robecca pressed.

"No. You. Are. Not." Ultimate Echo Echo repeated. "While you. May be. Able to. Survive without air. I will not. Allow my ghoulfriend. To be put. In harms way."

"That's not an option, luv." Robecca narrowed her eyes.

"I was. Afraid you. Were going. To say that." Ultimate Echo Echo sighed before he grabbed hold of the sonic disks in his shoulders and pulled them out before throwing them at Robecca; the two disks buzzed around her head for a few short seconds before they hovered in front of her ears and unleashed an ear-splitting scream from their speakers. Robecca screamed in agony as she clapped her hands over her ears and was forced down to the ground on her knees, the disks following her as Ultimate Echo Echo turned to paradox and nodded, lifting off of the ground and following the Time Walker through the swirling vortex before anyone could stop him.

Rook aimed his Proto-Tool and squeezed the trigger, firing at the two disks and shattering them into bits of metal and dust; Robecca breathed with relief as she uncovered her ears and looked at the spot where the evolved Sonorosian had been moments before.

"Come back to us, Ben." she sighed.

* * *

If there were words to even describe what the space between time lines and dimensions looked like, they would have been fruitless and mediocre in usage. It was dark, to put it in the simplist of terms. But this was no regular darkness; this was an advanced kind of darkness, a darkness so thick and black that it felt like some kind of liquid was oozing into every crack and fold of ones body as it enveloped and smothered one breathless beyond comparison. The darkness was crushing, almost as if someone were trapped on the bottom of the deepest ocean trench in their underwear with a school bus trapped on their chest.

All around Ultimate Echo Echo were shimmering, wavering balls of light that pulsed and spun around in the inky, black abyss; despite the fact that they seemed to glow, they gave off no light that helped to fight off the black void that trapped him where he floated and watched thousands of other, smaller orbs whiz and orbit around the larger orbs of light.

"Where. Are we?" the Sonorosian breathed.

"The space between dimensions." Paradox explained. "The Celestialsapeins did some . . . remodeling, if you will, since our last encounter outside of our universe. And this is where I leave you."

"WHAT?" Ultimate Echo Echo yelled, his panicked voice echoing endlessly through the empty void.

"This is as far as I can go." Paradox explained. "There places and times to which I can not go, and merely being here is an infraction of the rules I am bound by. Any longer, and everything I have worked for, everything I have striven for, will be undone, as if it had never happened. It is not a desirable outcome."

"Fine. Can you. At least protect. The ghouls?" Ultimate Echo Echo pleaded.

"Certainly. They are, after all, as important to your future as you are." Paradox smiled knowingly before he floated through another, swirling blue vortex and disappeared, leaving the Sonorosian all alone in the empty, crushing, black void of the space between the dimensions.

"Okay. Here goes. Nothing." Ultimate Echo Echo sighed as he slapped the Ultimatrix on his chest with a trembling hand and was engulfed in a bright, green light. His skin turned a smooth, almost liquid black in color, a white sheen materializing on the border of his body as his frame only grew slightly taller than his original form. His toes all fused together into a single digit as a grinding sound filled the air, three horns growing up from between his deep, green eyes. His jaw jutted outwards as any other minor detail simply seemed to vanish, including his actual mouth. Tiny little, star-like dots suddenly blinked to life on his body, giving him the image of a starry sky. But what Ben felt most of all was the power that came to him. Unlimited, unquestionable, unmatched power poured into him from very available part of the universe into him. He felt like he could anything from merely destroying a planet with a flick of a finger to recreating the entire universe if he wanted to. Ben suddenly felt the addition of two more personalities enter his mind, one that was throbbing and pulse while the other seemed to be calm and placid; the final addition of the transformation, was the addition of the Omnitrix on his chest.

"Look, Bellicus. It's Ben Tennyson!" Serena cooed like a mother would to a frightened child.

"Hmph. So what?" Bellicus huffed angrily.

"Look, we don't have time for this." Ben pinched his brow. "If we don't do something, every single life in two entire universe and beyond will be wiped out! Forever!"

"And why should we do anything about it?" Bellicus frowned.

"It is a bit sad to see them all go." Serena sighed mournfully. "Perhaps we should help?"

"And be in direct violation of the Multiverse Preservation Act!? Are you mad?" Bellicus snarled.

"Look, I let you two argue for a while, but I can't do this without you!" Ben protested.

"I am not about to disobey the law for your mistakes, Tennyson!" Bellicus snarled.

"Look," Ben sighed, pinching his brow. "It's called the Multiversal Preservation Act, right? The whole point of it is to preserve other universes, right?"

"That is indeed correct." Serena nodded.

"Then by not helping me save a pair of universe and every other dimension linked to them, you're defying the law!" Ben snapped angrily.

"He has a point, dear." Serena conceded.

Bellicus sighed with annoyance. "Fine. Motion carried. But if there are any consequences for this, we're holding you accountable." he glared at Ben.

"So what is it that you want us to do, Ben? Even Alien X can not help you with your problem right now." Serena cocked an eyebrow.

Ben sighed and let it all out. "Evolve. We need to evolve."

"And how do you propose we do that?" Bellicus's glare deepened.

"We're wearing the Ultimatrix. All we gotta do is go Ultimate, and everything should be okay." Ben explained.

"You've been talking with that pretentious Paradox again, haven't you!?" Bellicus growled.

"Yes, yes I have." Ben rolled his eyes. "If I promise to explain myself later, can we just hit the watch now?"

"Hmpf. Motion seconded." Bellicus surrendered.

"Motion carried!" Serena added happily; the Celestialsapein raised an arm to the Ultimatrix attached to his chest and twisted it to the right before slapping it as hard as he could, four, metal claws sprouting from the disk and digging into Alien X's skin as a wave of green light washed over him and began to distort his DNA into something improved. His skeleton started to dissolve slowly, bits and pieces at a time until everything had been ground into a fine dust that swam throughout his body as his organs were slowly liquefied into a thin soup that was hardened into fine particles that swirled and rolled around inside of him. His arms swelled with the muscles that weren't there as his head was compressed and shove down into his chest so that had a thick neck that smoothly tapered into his shoulders. The skin over where his mouth would have been cracked and split horrible into a jagged mouth with a bright, blue inside of energy as codes of numbers appeared and ran over his skin as the stars and galaxies within his body became more defined and detailed, the three horns over his face becoming more shark-like and stubby as his green eyes split into a second pair with reptilian-like irises as the Ultimatrix swam down to his stomach region, completing the transformation.

The evolved Celestialsapein had never felt such raw power at his finger tips before. He knew he was powerful before, but this was something new entirely; he could here the time streams and dimensions swirl and twist around him like grass weaving back and forth in the wind. And what was even better, was that there weren't any of those pesky personalities floating around in his head to hinder his wishes. With a mere twitch of a finger, he could obliterate a universe and every dimension linked to it. With a single blink of his eye, an entire galaxy could be reduced to nothingness, and not a single being within it would have a moment to even scream before they would never exist again.

"At last! I am all powerful!" the evolved Celestialsapein cackled in a deep, raspy voice.

_Hold it right there_!

Wait, who said that? It couldn't- no, that was ridiculous. It wasn't possible!

_That's right, loser! I'm the one in control here!_

It was that stupid human! That inconsequential, worthless, diminutive, commiserable, deplorable, pathetic excuse for a lower life form was still inside of his head! He was bouncing inside of his head, suppressing his iron will with an ease that greatly frightened him. He found he could no longer longer control his legs and then wasit was frozen in place. His arms were the next to go, slowly becoming paralyzed as if a slow, red hot venom was seeping its way throughout his body, restricting his movements to the fullest extent of the word as he felt his consciousness being pushed to the darkest folds and reaches of his mind until he could no longer see out of the eyes that were his; he was in control.

"Alright. Lets end this chapter!" Ultimate Alien X cracked his fingers as he searched with all four of his eyes before he found the two universes he was looking for; two large, glowing balls of some sort of energy that had slammed into each other, like a pair of planets that had been knocked out of orbit and were being crushed and compressed together as all their moons zoomed faster and faster around them, several of them grazing others as they went around and around, getting dangerously closer and closer together as their main bodies were pushed further and further together.

As Ultimate Alien X floated over to the pair of clashing universes, centralized his other set of eyes on the alternate dimensions that were zooming around and around at a frightening speed; when he focused on one of the glowing orbs, a clearer image seemed to form his eyes only.

He could see Ben 23 activate his Omnitrix and change into Feedback as he fought against one of Dr. Vegimo's mutated, plant creations with Tetrax and Sevenseven at his side as what appeared to be a Dimension 23 equivalent of Cleo De Nile pull out what looked like the Proto-Tool and fired at the monster carrot.

He could see Mad Ben pouting in his prison cell until what seemed to be a Mad version of Toralei Stripe come into view and sit down on the bench next to him, dancing two fingers on his shoulder with a seductive smile on her lips as Mad Ben grinned wickedly.

He could see Four Arms towering over Manny Taur, the later of the two looking down trodden and ashamed of himself as the former seemed to be chewing him out for picking on the small, pink, nerdy looking monster at their feet as the rest of the student body starred and gaped at the pair.

He could see what looked like a ten-year old version of himself in the woods with several full grown human woman; it wasn't until upon closer inspection that he noticed that the woman had strange features such as rabbit ears or reptilian tails and that the younger version of himself was carrying a large sword in addition to the Omnitrix on his cut up and scarred wrist.

He could see what looked like a female version of himself with massive breasts somehow racing down the streets at a demon before she suddenly grew to a massive size and effortlessly lifted a car above her head to smash it down onto the demon as several other demons raced behind her wielding gauntlet-like devices attached to their wrists.

He carefully approached the two universes, utterly being dwarfed by them until he grew himself to a massive size to reduce the two universes to the size of basketballs to him as he carefully set his hands on them. He sucked in a deep breath despite the fact he didn't need any trivial matters such as air as he slowly and tentatively pulled the two universe apart and succeeded in separating them with a loud, ripping sound as he kept them at arms length.

"Here goes nothing." Ultimate Alien X sighed as his hands glowed a bright, white in color and echoed down through the spheres, closing his eyes and focusing on the energy given off by both dimensions; he could feel it coursing through his body like a good feeling or like the warm sensation one got when they drank a mug of hot cocoa after being outside in the middle of a snowstorm and no longer had any feeling in their fingers or toys. Once he was positive he had done enough, the evolved Celestialsapein carefully moved the two universes back together now, focusing on stabilizing their energies as they got closer and closer until they finally touched together and released a massive pulse of energy that nearly made Ultimate Alien X let them go; he quickly forced the two universes together at a slow, steady pace as the smaller orbs zoomed around the two universes faster and faster until they were nothing but multicolored blurs of no distinction as the universes were pushed together with some resistance until the two orbs suddenly popped together and became one with a loud, thunderous _boom!_

"And that, as they say, is that." Ultimate Alien X sighed with exhaustion as the Ultimatrix timed out and returned him to his human form just before he passed out from both a lack of oxygen and utter exhaustion; he never noticed the blue portal that opened up next to him or the hand that slipped through and pulled into the other side before blinking out.

* * *

Ben felt himself start to slowly stir, his eyes starting flicker about and move underneath his eyelids. He tried to force his eyes to stop moving so he could back to sleep, but his body seemed against the idea; his muscles felt uncomfortably stiff and heavy, his brain was starting to take in information better, and he started to feel a tad hotter than last night. As least, he thought so; he couldn't remember the last time he had been awake. With a groan, he cracked open his eyes to stare up at a white wash ceiling. His head hurt, like someone was using it as a bass drum during a rock solo.

He glanced at his hand to see that the Ultimatrix was gone, as it it had never been there; all that was on his left arm was the Omnitrix, starring back at him blankly without a response. With a sudden breath, he hauled himself up into a sitting position to find himself lying on a bed that had nothing but a mattress and pillow on it. All around him, there was nothing but a blank, carpeted floor and white walls to stare back at him without care or concern. The only clue to his whereabouts was that Jinafire was meditating on a chair on his bedside.

"I see that you have awoken," Jinafire said without moving. "You had all of us worried there for a moment, considering you have not moved for approximately three days."

"Three days? What the Sphinx happened?" Ben croaked, his throat dry and parched; Jinafire offered him a glass of water that he drank heartily. "Thanks."

"You are most welcome." the Chinese Dragon nodded. "As to answer your first question, you had become unconscious after you merged both of our universes into one, thus negating the issue of us remaining together."

"Really?" Ben marveled. "So it wasn't a dream?"

"Not that I am aware of." Jinafire shrugged. "Paradox was quite clear when you were brought to us though."

"So, everything's okay then?" Ben quirked an eyebrow.

"That would depend on your definition," Jinafire winced slightly. "It would seem that upon merging both universes together, history was rewritten so that it seemed as though both universes had been as one since the beginning of time; nobody remembers that you missing for four months, humans and monsters have always been together with the recent addition of aliens, and it would seem as though you have procured yourself a house for us to all live in."

"Wow." was all Ben had to say as he stretched his legs and arms out and swung his legs over the side of the bed. "Wait, if nobody remembers me being gone, how do you and the ghouls know what happened?"

"You may thank Professor Paradox, Hexiciah Steam, and Drake for that." Jinafire smiled. "They protected us from the merging of the universes so that we would remember everything; it would seem future events require for us to remember the past."

"So, lemme get this straight. Everything's all hunky-dory now, I still have all the ghouls I love, and nobody has tried to attack Bellwood while I was out?"

"Well . . . we have had some difficulty as of late." Jinafire admitted. "He has been on the rampage for the past several hours, demanding your presence and easily defeating any Plumber unit your grandfather sends after him; the rest of the ghouls are the only thing keeping him at bay for the moment."

"Why do I get the feeling that I am going to regret asking who it is?" Ben winced.

"I believe you are quite familiar with a 'Vilgax'?" Jinafire cocked an eyebrow.

Faster than Jinafire could even blink, Ben turned on the Omnitrix and selected the first alien he came across before slapping the activation button and engulfing himself in a bright, green light. Ben's fingers hardened into sharpened blades as a long, whip-like tail sprouted from the base of his spine and stretched out a couple feet. His toes ripped out of his shoes and melted into four claws, two in front, two in back. The ball of his heel crunched forward, moving under his foot bones and becoming perfectly round and smooth, suddenly separating itself from his foot and held there by his curved toes. Ben felt his skull stretch back into a sharp point and his legs bent backwards. A pointy, black helmet with a slide down mask materialized on his head and a tight, black and green body suit appeared on himself, the Omnitrix and Skurd appearing on his chest, completing his transformation.

"Prepare to meet your maker, Squid Face!" XLR8 yelled as he threw Jinafire onto his back and dashed out of the bedroom in a black and blue blur before Jinafire could protest.

* * *

"COME OUT, TENNYSON!" Vilgax roared.

"Hey, Ugly! Pick on someone your own size!" Cuatro Arms yelled as she launched herself at the Chimera Sui Generis and rammed her head into his gut, instantly regretting the decision as he skidded back only a few feet and grabbed her by the neck, pulling her up to his level as he glared at him.

"Pathetic, monster! I will beat you mercilessly until your guts have spilt and your blood is drain and the Omnitrix is mine!" he yelled as he chucked the Tetramand down the road just before Tourma let out a battle cry and jumped out of the skyscraper she had been thrown into with her fists raised above her head; Vilgax saw it coming and drew back his fist as the Petrosapien came plummeting down on him and slugged her in the stomach, sending her flying into an abandoned garbage truck that exploded into a fiery mess.

"Is this the best this wretched planet has to offer!?" Vilgax sscoffed before a shadow cast over him. He turned around to see a massive Tyrannopede standing over him, saliva dripping from its jaws as it roared in his face and clamped her jaws around him; just when it seemed that the Chimera Sui Generis was finished, her jaws were slowly forced open as Vilgax effortlessly extricated himself from the toothy mess and back onto the ground, grabbing the massive animal by the muzzle and flipping her onto her side with a considerable amount of effort.

"We can't keep this up longer!" Stinkerbell gurgled as she attempted to release a burst of gas before the tyrant grabbed her by the head and threw her into Whampira as she dove down from the sky, sending the both of them crashing to the ground as their individual Omnitrixes timed out and returned them to their normal form.

"If that will be all you wretched fools have to offer, I'll be taking your Omnitrixes now before beating you senseless." Vilgax growled, clenching his fist.

"Not today, Vilgax!"

"What the-" was all Vilgax managed to say before a black and blue blur slapped into him at full force, knocking him onto his back as the blur struck him nearly a dozen times in the span of a second before kicking him twice as many times before dashing away to safety and letting Jinafire off of his back before the Omnitrix timed out and returned Ben to the world.

"Surrender while you still can, Vilgax. You're outnumbered." Ben glared at him as the ghouls came up behind him, cracking their knuckles and giving the Chimera Sui Generis a rather frightening look that only startled him for a moment before he climbed back to his feet and towered over them.

"You think you and your pathetic harem of wretched monsters possess the power to defeat me?" Vilgax scoffed.

"Yeah, we kind of do!" another voice said. Everyone glanced up to see Dragoon in his dragon form flap his four wings and blast a jet of fire from his jaws at Vilgax, the flames washing over his body as the dragon landed behind the ghouls and towered over them with a threatening look in his eyes, Charmcaster hopping down from his back with a playful look in her eye as she waved at Ben and summoned duel balls of mana to her finger tips.

"You ghouls ready?" Ben asked.

"Born ready." Frankie smiled. She tapped the Omnitrix on her own wrist and blinked as a soft cyan hologram appeared before her very eyes and cycled between two icons, the only ones available; she selected one of them and blinked as the activation button popped up and beeped as Frankie grinned and pressed the button down, gasping as she was engulfed in a cyan colored light and felt the changes begin. Her mint green skin began to harden into a smooth covering, little diamonds and crystals racing up her arms and legs to cover her as her bones disappeared altogether and she shot upwards a few feet. She felt her jaw line push out a little ways, her teeth fusing together into two, hard plates as her right eye turned blue and her left eye turned green. She retained a feminine figure as a black jumpsuit with a cyan stripe down the middle appeared on her figure, the cyan colored Omnitrix appearing on a belt around her waist, completing the transformation.

Clawdeen turned to her own Omnitrix and slapped the activation button without bothering to look at what transformations she had and was swallowed by a bright, yellow light. Her fingers quickly fused together into razor sharp points as her wrists and arms became wider and harder, like semi-flattened blades. A small, pentagon-shaped notch appeared in the inside of her arm just before the joint, a sharp blade popping out at the elbow. Her skin turned a tough red, the points and blades turning a bright white as black lines etched themselves across Clawdeen's arms. Her arms became thinner the rest of the way up as muscles piled themselves into the shoulders and chest region. Her feet morphed into sharp points similar to her hands, sharp blades popping out on her knee caps as more black lines appeared on her body. Her face split into three, rounded horns, each of her two now entirely green eyes sitting on a horn as the Omnitrix appeared between them on the third as her chest expanded outwards; a purple jumpsuit with golden trim appeared on her figure, completing the transformation.

Spectra pressed her Omnitrix's activation button and was engulfed in a bright, purple light. Her hands swelled to the size of bowling balls as her fingers became hard and black, turning into claws. Her shoulders became broad and rounded as her usual white skin to a light lavender. Her entire frame began to grow bigger and bigger and more rounded as her legs became stumps, black claws forming on the ends of those. Hard, violet colored plating formed on her back and shoulders as black markings appeared on her body as her eyes turned indigo. A lavender Omnitrix symbol appeared on her chest and the transformation was complete.

Twyla turned to her own Omnitrix and selected a transformation before pressing the activation button and consuming herself in a bright, white light, changing her DNA at the source. Her somewhat light composure began to become heavier and more gelatinous in texture, turning a light yellow as fiery, hot magma replaces her skin, her organs and bones liquifiying into nothingness as the top layer of her skin started to harden and cool into a layer of hot lava rocks that ground and cracked together as her twilight locks caught fire and were burnt away, her chest and ass popping out into a distinct feminine figure while her rocky plates turned a dull grayish red in color as the faded Omnitrix appeared on her chest above her breasts.

Skelita turned on the marigold designed watch and selected one of her two transformations and was engulfed in a bright, orange light, as the Omnitrix scrambled her DNA into something new. Her bones cracked and ground as they rotated in their sockets to raised her arms above her arms above her head, her fingers stretching out to near impossible lengths as her ribcage grew bigger and bigger and her bones fused together to become thicker as her vertabrae fused together into a long cord that spread outwards into a cup-shaped dome that quickly turned into a shell as flesh finally started to form above her bones, starting out as nothing more than muscles and tissue; internal organs started to form behind her bones, a large heart appearing in the center of her chest with her massive lungs appearing on either side of the beating organ before skin formed over her bones and her bones pushed past them to form a thick, teardrop-shaped carapace with six massive holes in the front as short claws formed on her stubby feet. Her jaw bones ground as they hardened into a horny beak, her eyes moving farther apart as the orange Omnitrix appeared on her chest, completing the transformation.

Robecca activated her own Omnitrix and pressed down on the activation button with a finger, a golden colored light engulfing her metal figure. The first change was incredibly major. Robecca could feel herself being literally cut into metal strips through some unseen force, as if being cut by a giant pair of invisible scissors. She could feel her tubing and artifical organs disappear altogether, and for a brief moment Robecca wondered if she was going to die within seconds. Except she didn't. She could feel each strip of her body vibrate with health, as if each were alive in its own way. Like magic, they twisted themselves make together into a crude, feminine figure with exaggerated fingers and toes made of thin strips. She could feel her face harden once more and become flat, turning rounded and copper and black in color. The face plate sat itself on top of the bandaged shoulders as a gold and black headdress appeared on her head, a wide collar appearing on her neck and chest as two tendrils sprouted from her back. Black and gold braces appeared on her arms and ankles, as a gold belt with the Omnitrix on it appeared around her thin waist, finishing the transformation.

Nefera grinned eagerly as slapped the activation button of her own Omnitrix and was engulfed in a Nile blue light, her DNA changing and warping into something new. Scales raced up her arms and legs as they swelled, muscles building and bones strengthening as her fingers became clawed and webbed as the scales raced to cover the rest of her. Three slits appeared on either side of her neck and puffed open and shut as they sucked in air while a thin sheen of slime covered the scales as her hair disappeared into her scalp. Veins throbbed and pulsed as alien blood pumped through them and into her ever changing organs, causing her forehead to pulse and swell, like there was giant zit that was about to explode. And explode it did; a thin, green wire popped out of her forehead and hung in front of her face as the end began to glow and eerie color. Her jaw swelled and bulged and bucked until several rows of razor sharp teeth popped out and curved themselves over her lips as large, wavy fins formed on her head and back, a tight, black tank top forming over her swelling chest. Her eyes became that of a deep sea creature as two sharp fins rose from her back, completing the transformation.

Avea carefully tapped the Omnitrix on her wrist and blinked as a dark blue flash of light engulfed her entire frame, her DNA twisting and warping into something new. Her arms and forelegs swelled with hundreds of muscles as her hooves split apart with a sickening cracking sound into four, thick digits as her fingers pulsed and grew more muscled; her back leg's joints cracked and ground loudly as they shifted in a new direction, allowing Avea to stand on two legs as her hooves split into two, large claws. Her spine arched and bent as her arms shifted themselves into a new position, one right under the other, while Avea's skin started to harden and toughen as it turned a deep, rust red. Her eyes split into a second pair as her ears were sucked back into her head while her violet locks turned an inky black in color, her clothes rearraging themselves into a tight, black leotard trimmed in purple as black braces ringed in violet formed around the wrists of all four of her arms while a belt formed around her completing the transformation when the Omnitrix appeared.

Vandala grinned wickedly as she turned on her own Omnitrix and slammed the waiting activation button without a care, engulfing herself in a peach colored light as the device scrambled and twisted her body structure into something the world had never seen. Vandala's fingers hardened into sharpened blades as a long, whip-like tail sprouted from the base of her spine and stretched out a couple feet. Her toes ripped out of her boot as her bronze leg rattled and buckled loudly before it suddenly exploded into metal panels as warm flesh took its place underneath and melted into four claws, two in front, two in back. The ball of her heels crunched forward, moving under her foot bones and becoming perfectly round and smooth, suddenly separating itself from her feet and held there by her curved toes. Vandala felt her new skull stretch back into a sharp point and her legs bend backwards. A pointy, black helmet with a slide down mask materialized on her head and a tight, black and peach suit appeared on her feminine figure, the Omnitrix appearing between her small breasts as her skin turned a deeper shade of blue with black stripes forming on her tail and arms.

Bonita nervously tapped the Omnitrix on her wrist, yelping slightly when she selected a transformation and was engulfed in flash of soft pink light and felt the changes begin. She grew upwards by a few feet, her pink exoskeleton cracking and slitting loudly as it became soft to the touch and spread over the gaps in her ribcage, growing over her eyes and fully blinding her. Bonita could no longer see anything but light shining through the folds of skin over her eyes before they vanished altogether. Her feathery anteanne wavered for a second before snapping loudly and and hardened into large, flaps of skin strung between two, thin rods that curled into slight swirls at the end. Her teeth ground loudly as they became needle-like behind her blackening lips as her skeletal knuckles were covered by brand new skin and sprouted sharp claws at the end of her fingers and her toes burst out of her shoes. Then suddenly, she could see again. At first she just saw Vilgax looking extremely preturbed. Then she saw Velocity clicking her claws eagerly as Tourma sharpened her arms into a pair of blades. Then she saw Cuatro Arms cracking her knuckles while Tortuga flexed her flippers. Then she could see up, down, left right, forward, behind, all around and even the inside of her tight, platinum and pink trimmed top until she could see in every possible direction as a pair of white and pink shorts appeared below a pink belt with the Omnitrix on it, completing the transformation.

Lorna activated her own Omnitrix and selected a transformation before slapping the activation and swallowing her in a bright, red light as her genetic code was distorted and altered into something new. Her light, blue scales started to pulse furiously as they became small bumps on her skin that quickly started to fuse together like water droplets on a window in a rain storm, forming large blobs of flesh that swelled and took over her slim arms, weighing her down as they began to hard into thick, crusty rocks; the rest of her arms swelled with muscles, becoming much bigger than her original self as her legs bulked and bulged with tissue. Her feet ripping clear through her shoes as her toes fused together three, large toes as her skin flashed a dark black with the rocky plates forming like continents on an inky black sea of skin. Her head was forced down into her chest as her neck compressed and crakced loudly before vanishing altogether as her lips were stretched out horizontally into an exaggerated smile. Lorna's eyes rotated farther apart on her head as her back and head were covered in the rocky plates. A pair of red and white shorts appeared on her legs as a tight top appeared on her slight chest above her swirling core just as the Omnitrix appeared on her forehead.

Lilith eagerly turned on her Omnitrix and was engulfed in a flash of light blue light, morphing into something new as the Omnitrix did its magic. Her skin turned a bright yellow and became hard and plated as her fingers and thumb melted together into sharp points, her arms and legs becoming jointed as she was forced to use her arms as extra legs. Her lips protruded out from her face and turned sideways as they became cupped pincers. Her eyes turned black with blue slits as her horns rotated together with their bottoms fusing together into a single growth as they seemed to grow from her eyebrows as Lilith shrunk down to the ground, to the size of a small dog. A blue and white neck brace formed around her chest, the Omnitrix appearing a burst of blue light.

Jinafire carefully turned on her own Omnitrix and cycled through the transformations with great care before selecting one of the two available to her and pressing down on the activation button with care, engulfing herself in a dark, green light. Her long, reptilian tail was sucked back up into her spine as her scales all fused together into a single, flawless sheen that turned a duller bronze in color as her slim, feminine figure suddenly swelled in size, becoming more bell-shaped in appearance as her shoulders molded into rounded balls and her feet and ankles bulked out into pointed cups. Her wrists and hands blew up in size into rounded gauntlets with bronze fingers and black tubes with dark green rings connected her hands to her shoulders and her feet to her bell-like figure. Her head was compressed into a short, box-like shape as her facial features became simplistic and expressionless as a windup key-like gorwth formed on her head. Dark green, almost black lines formed on her chest and torso as a glass disk opened up on her stomach, rotating and ticking gears forming behind the glass pane as the Omnitrix on the front, completing the transformation.

Gigi turned her Omnitrix on and pressed the activation button, a deep, pink light as the changes began. His skin hardened and turned a blueish-purple in color, a few dark spots appearing on his expanding shoulders. Muscles piled themselves onto her legs and arms as her chest swelled outwards into more than a descent size, metallic nozzles sprouting from her shoulders and arms and connecting directly into her bloodstream. More nozzles formed on her body, her feet forming large single toes as she lost a single digit on her fingers. A black suit of some kind formed over her figure, leaving her shoulders and lower neck region bare as gauntlets forming on her wrists and white gloves on her hands. The finally pieces of the transformation were more nozzles on his head, shoulders, and body, a dark blue, medic coat without the sleeves forming on her body, and the Omnitrix forming near her mouth, acting like a gas mask of some kind.

Whisp tapped her Omnitrix and selected one of the two transformations before slamming down on the activation button and engulfing herself in a dark, blue light as her physical features changed. Her skin changed into a smooth, chrome white that became tougher than her original. She began to shrink down until she just barely reached the Stinkbell's ankles as her face widened for her expanding mouth. She could feel her organs sloshing about inside herself as her bones became slightly softer and more bendable; her lungs expanded until they were the largest organ in her body as her eyes became smaller and turned more squinty and upturned. Her pointed ears vanished, to be replaced by small holes, and even then they were covered by hardened skin that wrapped around up and over head in a way that resembled headphones. Her arms and legs grew shorter as the Omnitrix symbol appeared on her head, finishing the transformation.

"From hence forth, I shall be forever called 'Sonic Doom'! Anyone who says otherwise will never be able to hear again, got it!?" the female Sonorosian squealed loudly enough to force most of the others to cover their ears.

"My turn!" Venus grinned as she tapped her Omnitrix and selected a transformation before slamming down on the activation button, a neon green light swallowing her whole and scrambling her genetic code into something new. Her skin turned a pale gray and looked as if it would split and break with the slightest touch. Her fingers became long, razor sharp claws as her eyes widened and turned entirely pink in color. Her fangs became longer, some not even fitting into her mouth anymore as her chest and ass swelled to a decent size. Muscles piled themselves onto her arms and legs as she felt her lungs grow very large and heart start to slow. She felt slightly empty and sort of drowsy, drained of the ability to eat normal foods and forced to eat . . . . other things. Her feet twisted into sharp claws, hidden beneath a pair of bright, neon boots. A tight, black and green costume that showed off her curves and slightly exposed chest covered her, a green mask with a pair bat-wing horns and a curved spike appearing on her face. The Omnitrix symbol appeared on her stomach as a thick membrane grew between her arms and hips, forming wings and completing the transformation.

Venus slapped a hand on the Omnitrix stuck fast to her belly and was immersed in a neon green light. She felt her skin harden into a soft, metallic sheen as it turned the color of oil and tar. Her arms and legs were reduced to near toothpicks as her body shrunk down so that she barely stood as tall as Sonic Doom. Venus's body became cylindrical in shape, her pointed legs sticking out of the bottom and her pointed hands that included nothing more than a single finger and thumb out of the sides. A neon green lightning pattern etched itself down her front as two bolts appeared on either of her arm, a 'plus' and 'minus' symbol appearing on her back as the Omnitrix appeared on her perfectly flat head, completing the transformation.

Jane turned to the Nemetrix and cycled through the transformations before selecting the one she desired and slapping the activation button, swallowing herself in a blood red light. She felt her bones grind and groan as they were forced to shift, her organs expanding and disappearing as the case may be. Jane felt her face shove out into a short muzzle, the skin around her mouth vanishing back into her face with a sicking sucking sound as the bottom teeth sharpened into wicked sharp fangs that curved up over the top jaw. Muscles piled themselves on top of her chest and back as her skint turned a pale white, her arms and legs thickening as they bent into different positions than before. A loud tearing sound managed to be heard over the crackling of the flames as her clothes were ripped off of her expanding form, a long, reptilian tail sprouting out from the base of her spine. A row of spikes rose out from Jane's spine as her fingers turned into blood red claws, her white skin turned black and red around the back face as her eyes divided into a second pair; she felt a pair of organs appear around her lungs, connected to the row of gill-like slits on either side of her neck; the transformation was complete when the Nemetrix appeared around her neck as a spiked collar.

Ben looked to his transformed ghouls as Tourma sharpened and Sawsana sharpened their blades while Eye Gal blinked her eyes and Cuatro Arms flexed her muscled arms; Graviton grinned wickedly as Balle Weevil skittered onto her shoulder and Electra landed on her forehead, cackling madly; Jawsmine flexed her jaws open and shut as Kilaeua summoned twin balls of fire to her fingers while Tortuga took to the air with a flap of her flippers; noxious chemicals swirled around inside of Stinkerbell's gullet as Cleo-wrap-tra grew her bandages to a long length and pulled herself up onto Dragoon's back as the dragon flexed his wings; Veolcity danced back and forth on her wheeled feet as Sonic Doom split herself into a dozen more copies while Minuette clenched her fists, prepared to do battle; Rollchele shared a look with Buglizard as Charmcaster glared at Vilgax with a hungry look in her eye as Ben returned his gaze to the Chimera Su Generis to see a concerned look on his face.

"It's _Monster _Time!" he exclaimed as he turned on the Omnitrix and slapped the activation button.

**And there we go!**

**Cheesy ending, maybe, but I liked how it ended and that's what matters. Let me just say that I have had a wonderful time writing this marvelous story for you all that took the time to tune in and listen to all the utter nonsense I had to say. And for those of you are sad to see this story end, do not fret! A wonderful friend of mine by the name of _Blazorna Ibara _has offered to feature my story in his Ben 10/Queen's Blade Xover; a Xover within a Xover, if you will.**

**Anyways, I owe a great amount of thanks to some people on Deviantart; I never came up with the names for Tourma and Velocity. They were and are property of the artist known as _TheWalrusClown, _so I own nothing here.**

**Now onto the thank yous: _Cartoonfan10, DJ Rodriguez, Morantis, Zak Saturday, Sallem Cortex 004, DracoAngel17, Cylon One, Darkness Rissing, DragonWarrior20, masterart, StrongGuy159, storygirl99210, Menatron the Angel of Ideas, RedShade999, warprince2000, Unkown, Vanessa Masters, _and everyone else that I have forgotten or failed to mention, thank you from the bottom of my undead, Tetramand hearts. I could not have done this story without your help, your support, and kind words that kept me going. So thank you again.**

**To close up, don't forget to vote on my latest poll if you haven't already! The one-shot series will be up within a couple of weeks, and the sequel will up within a month or so. And if you have any questions about anything, PM or review down below! There _IS __a _follow up chapter after this that I think a great deal of you will enjoy. Thank you for attending, and good night!**

**Hades: How dare you get a happy ending!?**

**Genie: Wait a minute! We're not getting outta here, man! We're not getting outta here!**

**Hades: How dare you!?**

**Genie: Dontcha understand it, it's game over, man!**

**Hades: Oh, will you shut up already!?**

**Genie: You have been a fabulous audience! Tell you what, you're the best audience in the whole world. Take care of yourselves! Good night, Alice! Good night, Bellwood! Good night, New Salem! Good night La Crosse, Wisconsion! _Adios, amigos!_**


	55. And Then There was an Epilogue

**And here we are, man-sters and ghouls! The final chapter/epilouge of "We're All Monsters".**

**Let me just say that it has been an absolute treasure writing for you wonderful lot. This is seriously the most fun I've had writing a story, and I hope I'll feel the same way when I write the sequel; lets hope that myth about the sequel never being as good as the original are false!**

**Anyways, it's onto the questions! Admittedly, not a lot of you sent in questions to be asked, but hey, we can't have everything. So for the people that _did _ask questions, here are the answer.**

* * *

_**You sneaky...you took a scene from my story! - Morantis**_

**Yes, yes I did. Among _Morantis's _wonderful story _Ben 10: Clawsome Travels, _I included scenes from _Blazorna Ibara's _story, _The Troubles of a Misplaced Hero, _and _Cybertramon001's _story _Ben DxD. _I meant to include a scene from _DragonWarrior20's _story, _Gwen 10: The Omniverse War_, but that somehow did not back it in there; note to self, make corrections.**

* * *

_**Have you decided the harem for the Ever After sequel? - RedShade999**_

**No, I have not decided the official harem. All canon couples, such as Hunter Huntsman and Ashlynn Ella, will remain intact, but all the other girls are up for grabs; should Dexter Charming and Raven Queen, I apologize. The webisodes come out at an agonizingly pace, slower than I type, so yeah.**

* * *

_**Do you have any chapters officially done for the Ever After sequel? - RedShade999**_

**I have two prototypes in the work, but I believe they require further work to compensate for what I've written.**

* * *

_**Is there anything you can do to make the ever After sequel and one-shot series come out sooner? Because I'm dying to read them. - RedShade99**_

**Unfortunately, no. I've been putting off on my Total Drama story long enough, and I've been meanig to work with _Blazorna Ibara _and help _Dataseeker _with their story.**

* * *

_**Does Robecca remember Ben knocking her out as Ultimate Echo Echo? - Bigby the Big Bad Wolf**_

**Yeah, she probably does. And trust me, Ben didn't hear the end of that one for a _long _time.**

* * *

_**Is the last chapter an epilouge? - kival737101**_

**Yes, yes it is :)**

* * *

_**So when is that X-over Blazorna Ibara promised coming out? - ActionBoy 87**_

**It depends. He is finishing up on working on a Xover within a Xover with _Cybertramon001_, so it probably won't be for a while.**

* * *

_**You making a sequel where the girls of Ever After High join the harem? - Redrangerlegacy**_

**For the last time, yes, yes I will.**

**Now that I've wasted enough of your time answering your senseless questions (kidding, I really enjoy answering them), I believe it is time to get onto the moment quite a few or not so few have been waiting for!**

**Enjoy!**

* * *

**Many years later . . .**

"Did it work?" a gruff voice wondered.

"It worked on me, didn't it?" another more, feminine sounding voice responded.

I groaned slightly and slowly blinked open my eyes; my head hurt so much, it felt like . . . well, I wasn't quite sure what it felt like. In fact, I really didn't know much at all. Who am I? Where am I? How did I get here? And why are there two adults screaming happily and running around like complete idiots?

Well, adults might have not been the write word for it. The woman was tall with mint green skin and what looked like stitches criss-crossing the random parts of her body that I could just make out as she ran by. She had black and white streaked hair and mismatched eyes, with one being a bright blue and the other being a dull green; at least, I think they were that color. I could really see past the goggles that sat on her face, protecting her eyes from something. She wore a white lab coat over a tight, black jumpsuit that showed off her figure and curves with a light, green patch that covered her front and legs with a white and black belt around her waist and a pair of pouches on her hips. What really caught my attention however, was the fact that she seemed to have lost her right hand, with nothing by a chrome copy in its place. What was even stranger was the strange watch that was strapped to her left wrist; it had a sharp, green hourglass symbol on its face with a blue circumference and strap with white trimming.

Looking at the other person however, made this strange woman look normal by comparison. The creature was massive compared to the woman, standing maybe three times taller than me with a box-like head with a square jaw that let several, bad looking teeth curve up over the lip; seriously, has this ever heard of a dentist? When I wasn't focusing on the creature's horrible dental design, I noticed that several large bolts were jammed into the creature's black arms with a pair of large, green conductors thrust up out of the broad shoulders. The strange creature wore a pair of massive, metal, green gauntlets that let the creature's giant, plugged fingers show through. In addition to the plugged fingers, it wore a pair of black pants with massive boots and a thick, green and white belt around its muscled waist. Stitches ran up the creature's chest as a pair of long, cable-like antennae sprouted from the head and a similar-looking tail stretched out from the base of the spine. The large, single, green head was closed in joy as he thundered around the room, screaming, "It's alive! ALIVE!" at the top of his lungs.

It? I am most definitely not an 'it'. Or am I? I really have no idea what I am. But I am mostly right now is happy, sad, confused, enlightened, worried, hopeful, and overall hungry, all at the same time. Is this normal? I decided enough was enough and parted my lips to speak, my tongue fluttering around in my mouth for a few seconds as I intended to speak.

"Hello?" I whispered. At least, I think I whispered? I'm not quite sure.

"It speaks!" the strange creature cheered.

"Ben, she's not an animal!" the woman protested.

Okay, so I'm an animal, that much I know. But if I'm not an animal, what am I? I'm pretty sure I'm not a plant; plants aren't known for being able to speak. At least, I think so.

"Who am I? And for that matter, what am I? And who are you?" I rattle off, utterly confused and maybe a bit frightened as well.

"You're our daughter," the strange creature answered.

"Then how come I don't have tail like you?" I asked.

The creature and woman actually seemed amused about my ignorance, considering how much they laughed before the woman, supposedly my mom, wrapped her arms around me in a hug; I have to admit, I actually like this. It's nice, like I'm being wrapped in a blanket. The strange creature also makes a move to hug me before I back with fright; at least, I think I'm scared. Maybe I'm just unnerved?

"Ben, you're still Strikeback." the woman reminded my father.

"Oh. Right." the strange creature named both 'Strikeback' and 'Ben' said sheepishly before he raised a massive hand and slapped a strange disk fastened to his chest that I hadn't noticed before; it was the same sharp hourglass symbol my Mom had on her wrist. Before I could eagerly point out the similarities between the two to my Mom, a sudden burst of green light swallowed the creature whole. I screamed with fright before Mom gave me a reassuring hug and held me tight as the sudden light died down to replace a tall, muscled man with warm, green eyes that seemed to smile at me and deep, brown hair like that of melted chocolate. Whatever that is.

"Did I startle you?" he asked in a kind voice with a slight chuckle.

"How did . . . can I do that?" I sputtered, unable to comprehend what had just happened.

"I know it's a lot to take in, dear, so we'll try to make it short," my Mom smiled. "You're our daughter, created from a series of body parts we have collect over the years and finally decided to turn into you. Me and your father both wear a special watch that allows us to change our shape into millions of alien species; or in your father's case, hybrids of those species."

"Are we going too fast for you?" Dad asked with concern.

I wanted to scream no, that I was utterly terrified and confused and maybe even a little disgusted; did I really just use to be a mess of discarded body parts that no one wanted before I was brought to life? Looking at my Mom, I can only guess that she must have had the same origins, but I was confused as to why my Dad had no scars; did he create me and Mom? Was he lonely? Despite all the hundreds of thousands racing through my mind, I was actually taking this pretty well. For some reason, I actually knew who these 'aliens' were, as if it were preprogrammed into my brain already.

"N-no? Yes? I'm not too sure." I admitted shakily. It was then that I was practically naked, wearing nothing but a medical gown over my small body; an intense, warm sensation came into my cheeks, and I patted by face with confusion, not quite sure as to what was going on. Was this normal?

"Ben? Can you get one of my old dresses? I think we might be the same size," my Mom asked my Dad. "And if not, it will at least cover her up until we can get her some proper clothes."

Dad nodded and left me and Mom alone in the room, which looked to be a laboratory of some kind. I'm not sure how I knew that though; it might be the same reason as to why I actually know what aliens are. But there are more questions in my mind that I have to know the answers to.

"Are we aliens?" I asked Mom.

She smiles sweetly and shakes her head. "No, honey. You and I are Monsters. Your father is a human, or Normie, as some people call them."

"But what does that make me?" I press.

"Technically, you are a Monster, but you're our daughter. And we both love you dearly."

There's that burning sensation in my face again. Does that mean I'm on fire? I tense up, trying to find some way of putting out this internal flame, but Mom seems to know what I'm going through and hugs me again, rubbing her hand up and down my bare back in comfort; it's actually very soothing. Dad's back a few minutes and I nearly scream again when I catch sight of him.

At first, I wasn't quite sure what to make of him as a dull, blue ooze slithers into the room at a breakneck speed, much faster than it ever should have; a small, device with the same sharp, hourglass symbol that my Mom has on her wrist floated over the goo before it suddenly springs to life, shooting up into the air as it twists itself into a loose figure that resembles a raptor of some sort with lean legs and arms with blob-like growths at the joints and a pointed head that seemed to ooze and drip like melting ice cream at both ends; note to self, find out what ice cream is and find out if it's edible. Its feet are large and bulbous and the long, tail-like growth is forked at the end, like the head is.

"Ben! Stop scaring her!" Mom scolded the strange creature.

"Sorry! I was trying to go for Fastfood, but got GoopLR8 instead!" GoopLR8 pouted as he produced a dress from some undisclosed location that I wasn't sure I wanted to know. And I know I've only been alive for maybe twenty minutes, but I could already tell that my Mom had a voltageous sense of fashion; the dress was mostly a simple, plaid dress with what seemed like a fish net lacing on the shoulders and around the bottom skirt. A black tie with cute, little white dots and a white skullette wearing a bow was looped around the hanger the dress hung from; a black belt with silver studs and a lightning bolt for a buckle was also lying limp around the hanger, waiting to be put on.

I realized that I had been starring and felt that warm sensation in my face again before I suddenly felt another warm sensation in my neck and a sudden jolt of some kind of energy came racing down my shoulders and to my finger tips, shooting out into a concentrated beam. Straight at Dad! Before I could yell a warning, GoopLR8's face suddenly split in two, molding around the beam of energy before morphing back together.

"She's got your spark, Frankie." he joked before a loud, duel beeping sound filled the air and my father was swallowed in a bright, green light, his human form returning to the world.

"Can I . . ." I asked with awe, never taking my eyes away from the dress.

"Go ahead." Dad smiled, handing the dress to me before turning around and covering his eyes as if to make sure he wouldn't see me change; I greatly appreciated the gesture and quickly threw off the medical gown before slipping on the dress as fast I could while Mom watched me with a touching expression as she seemed to be crying; I asked her why she was crying, and she simply replied that she reminded herself of when she was younger.

"All done?" Dad asked.

"Ready!" I replied. Dad turned around and gave a warm smile, nodding with approval as I set my hands down on the metal table and hauled myself to my feet. Before I could protest, both of my parents had rushed over and grabbed a hold of my arm, steadying me as I stood up on my wobbling legs like a newborn foal; out of the corner of my eyes, I could see my parents share a look with each other as I took my first steps, my bare feet softly scrapping against the cold, metal floor of the laboratory. I really hope I can find some place warmer soon.

"Can you walk?" Mom asked.

"Y-yeah. I think I've got the hang of this." I replied shakily. My parents then slowly released their hold on me, their hands hovering around my arms to grab me at a moments notice should I ever take a tumble and fall flat on my face; talk about embarrassing.

"What do I look like?" I asked.

"Well, you . . . well, you kinda . . ." Mom tried to explain but seemed to be failing to do so. "Maybe we should just show you. Ben, where did we put that mirror?"

What was a mirror? Was it something dangerous? Were my parents going to hurt me? I knew I was probably being utterly ridiculous, but I was still rather frightened and confused as Dad walked over one of the counters in the laboratory and pulled a small disk attached to a stick off of the flat surface before handing it to me. At first I was confused, until I turned the mirror around saw someone starring back at me! This girl was beautiful, with mint green skin like my Mom's, but with deep, green eyes like my Dad. The girl had a stitch mark running up and across her left eye with a pair of bright, ruby red lips on her face that opened and closed every few seconds or so; she had long, black hair with purple streaks in them that ran down to about the small of her back with a pair of metal bolts jammed into her neck.

It was then that I realized that the girl was me! The girl starring back at me, blinking at me in confusion and copying my every movement was me! My parents were once again laughing again and I couldn't help but laugh with them, a high pitched, giggling noise passing over my lips as my chest heaved in and out and the metal bolts in my neck sparking heavily.

"AAAAAHHHHHHH!" my Dad suddenly screamed as he lit up like a Christmas tree; note to self, learn about holidays and customs for said holidays. It turned out I had electrocuted both of my parents on accident, the shock not affecting my Mom in the slightest but seeming to cause my Dad a lot of pain. I guess humans aren't as durable as Monsters.

"Sorry!" I apologized as smoke curled off Dad's body.

"No worries. Can't be worse than my anniversaries with your Moms." Dad chuckled.

I was about to laugh along with him when my mind caught onto something Dad had said. "_Moms_?" I raised an eyebrow, more confused than before; I could handle the fact that I, along with Mom, were composed off seemingly random body parts and that both of my parents could transform into aliens, but did my Dad just acknowledge that I had more than one Mom?

"Uh, I think it's time she met the rest of the family." Dad said sheepishly.

Rest of the family? "I have siblings?" I wondered.

"More like step-siblings, but siblings nonetheless." Mom admitted, elbowing my Dad in the ribs when she thought I wasn't looking. Without much else in the way of words, they led me through a set of doors and down a hallway with the being closest to the outside being entirely made of windows; I pressed myself to the glass and starred out at the world, taking it all in. The sky was a light blue and all the buildings down beneath us looked so small, like . . . like something that was small! I turned my head to see a massive mountain rising above the city with the carvings of four men carved into the rock; why were they there? Were they important? I didn't get the chance to speculate as Mom and Dad pulled me away from the window after a few minutes to lead me down the rest of the hallway where we entered another set of the doors.

Except these doors didn't lead anywhere. I found this confusing as Dad pressed a button on a panel next to the doors that seemed to tell them to close. We stood there for a split second, and I was wondering what was supposed to happen when I got the sudden sensation that I was moving! I looked around wildly, but nothing else in the small box seemed to be moving, and I was beginning to think I had just lost my recently born mind when Mom gave my shoulder a comforting squeeze and held me close to her body until the movement had stopped and the doors had slid open.

I was greeted by the fresh open air of the outdoors I had seen moments before, something that brightened my spirits a little more as he ran out into the open space of the roof, running as fast as I could and stretching my new legs as I spun around with excitement and caught sight of Mom and Dad grinning at me like idiots.

"Aw, she's so cute!"

I stopped my happy dance and turned to see another woman come floating down from the air! Her image was shimmering and wavering and gave off a fate, purple glow as she smiled at me with dark, purple lips and lavender eyes. She had pale, almost white skin and deep, indigo locks that seemed to float freely behind her; she wore an outfit similar to Mom's, but with the green traded in with lavender and she too had the same watch Mom had strapped to her wrist.

"How old is she?" the woman cooed as she floated down to the ground and over to me, standing a good, couple of feet taller than me as she raised her hand to touch my cheek; I let out a loud yelp of shock when her fingers suddenly went through my face and came out the other side completely intact.

"About half an hour." Dad replied as he came up behind me and set a hand on my shoulder. "Honey, this is Spectra, your Mom."

"But what about my other Mom?" I asked, completely confused.

"We're both your Moms, silly." Spectra laughed before she seemed to realize something and turned to look up at the sky before gesturing for something to come down. I watched with shock as another girl that looked like she was maybe eight years old come down from the sky; she had translucent skin like Spectra, but her eyes were a vibrant, familiar green and her terra-twist hair was a light brown in color. Her image seemed to flicker a little between becoming invisible and solid, as if she couldn't make up her mind while she smoothed down the white dress she wore with a black, silk trim and a pair of black boots with multiple straps and chains that reached up to her knees.

"Ghouliana, meet the newest member of our family." Spectra gestured to the girl.

"H-h-hi." Ghouliana waved nervously before she hid behind her Mom's leg, as if I was afraid I would bite her. I wouldn't do that, would I? I'm not sure if I even can.

"Do I have more Moms?" I ask.

"Lots more." my first Mom replied; I made a mental note to remember all of my Mom's names so there wouldn't be any confusion.

"Hey, Lilith! How's it coming?" Dad yelled up into the air. I craned my neck to look up to see another woman flying through the air with a pair of large, bat-like wings jutting out from her back as she flapped them and descended down to the ground. I looked her over to see she had large, pink claws at the end of her fingers and had deep, blue irises for eyes; among the fact she had a braod set of wings, she had a long, whip-like tail with a spade-like growth at the end and a pair of large horns that sprouted out and curved back from her forehead under her dirty blonde hair. She wore a pair of tight, black pants with a tank top over her chest, along with a pair of straps over her chest with pouches trapped to them. Just like Spectra and Frankie, she had one of those strange watches.

"Nearly done, Ben. Just got to wait for everyone else to show up." Lilith replied before she noticed me. "This the birthday girl?" she asked me with a smile.

"I-I guess?" I shrugged; what the Sphinx was a birthday?

"I thought so," Lilith smiled. "Has anyone seem Damian?"

"WOO-HOO!"

"Found 'im!" Dad smiled as everyone else and I looked skyward to see a boy with dark, shaggy, raven hair soaring through the sky, flapping his wings to perform complicated aerial tricks with his bat-like wings as the air whistled past his curved horns and his long tail flapped in the wind. He had a considerably lighter tone of skin then Lilith and wore a black jumpsuit with a single, red stripe down his front that stopped at his belt. The boy, Damian, came dive bombing down towards us, and I flinched, fully expecting him to crash into us; was it wrong that I actually wanted him to crash into us, just so I could know what pain felt like?

Fortunately for us Damian pulled up at the last second and landed on his thick, black boots with little trouble as he grinned at me with a toothy smile and waved.

"Damian, what did I say about doing tricks?" Lilith scolded her son.; I think he looked like a young teen, maybe a few years older than me. Or my a few years older than my body?

"Oh, come on! I just wanted to make a good impression on my new sister!" he protested.

"Just like you when you were younger, eh?" Spectra smiled at Dad. It looked like he was about to respond when the strange box behind us gave off a loud ding and the doors slid open again as six figures came walking out of the box.

The first was a tall woman with long, black hair with blue streaks in it that ran down to her shoulders and a pair of hazel, brown eyes that blinked with a motorized sound every few seconds. It was then that I realized that this woman was not alive in the same sense as the rest of my Moms, but more artificial, yet still alive! She had tough, bronze skin and wore a pair of goggles on her forehead in addition to the strange watch that seemed to be on all of my Mom's wrists, though this one was noticeably copper and gold in color. She wore a caged skirt over a single, blue dress with golden trim. The person that followed after her only bared some resemblance to the first, the major difference being that she had similar skin to that of Dad's and had the same, deep, green eyes that seemed to run in the family. She had jet black hair pulled back into a ponytail with a single, brown and blue streak that framed the right side of her face. I didn't know if this was common in other kids, but she seemed disinterested in where she had been or where she was going as she gave me little more than a passing look before returning to the strange device that was hooked up to her ears by a glowing, orange cord.

"Amari, don't be rude." the woman scolded. "Say hello to your new sister."

The girl sighed and rolled her eyes. "Hey." she merely said, raising her arm to wave before returning to the device she was hooked up to; it was then that I noticed that she was missing her entire left arm, nothing more than a bronze counterpart in its place. Amari didn't seem to care whatsoever and walked off to a quiet section of the roof to be alone as the woman suddenly lifted off of the ground by a feet inches and came over to Dad.

"How she been, Robecca?" Dad asked with a concerned and slightly exhausted voice; was something wrong with Amari?

"Getting worse every day, luv," Robecca sighed wearily. "I don't know what's wrong with her. She seems to be getting sicker every day; not even Azmuth can figure it out."

"I was afraid of that," Dad sighed. "First her lungs, then her small intestine, now her left arm." he whispered under his breath, as if he were trying to make sure I didn't hear him. "We might have to actually do it."

"She hasn't selected a species yet." was all Robecca would say before she left Dad and moved over to Amari, as if to talk to her, before she seemed to change her mind and head over to Spectra.

While I was left confused as to what was going on, I caught sight of the other four figures that had been in the strange box. The first of the second pair was a woman with pale, green skin and bright pink lips that allowed several fangs curve up and down over her lips at seemingly random points. She had neon green and pink on her head that was shaved off on one side and swept over the other, an odd look in my opinion. It seemed every adult in my family had one of those strange watches, because this woman had one too. She had bright, pink boots with multiple straps and buckles that reached up to her knees; the fronts of the boots seemed to have massive teeth dripping with saliva, which put me off considerably. Vines curled around her upper arms and ankles and on her shoulder was a strange creature about the size of a monkey with tentacle-like roots and a football-like head with a mouthful of razor sharp teeth and small, cute eyes that seemed to draw you in when you looked at them. The second figure was shorter than her, about maybe reaching her waist as he held onto her hand with his thumb in his mouth. He had a somewhat wilted look compared to what I could only guess to be his Mom, and had had surprisingly sharp, blue eyes unlike all of my other sisters and brother. His hair was was a bright pink, something that brought a small smile to my face as he cradled what looked like a smaller, young version of the thing sitting on the woman's shoulder.

"Go on, Mars. Say hi to your sister." the woman urged her son.

"Hi." was all the little boy would say before jamming his thumb back into his mouth and holding the little, plant-like creature in his arms closer.

"How are the preparations going, Ben?" the woman asked as the creature on her shoulder crawled up on top of her head with its roots and suddenly snapped at the air, snapping up a large moth that I hadn't noticed before; the sudden movement nearly made me wet myself. "Chewlian, what did I say about eating on Mommy's head?" the woman scolded.

"Venus, you know I love you, but I'm not going to refer to your pet as my son." Ben said as the hungry plant chewed, thankfully with its mouth closed.

"I didn't expect you to." Venus shrugged with a slight grin. "Doesn't mean you shouldn't give him some fertilizer every now and then. For me?" she added with a pleading expression that left me more confused than amused.

"Fine. I'll grab some of that Florauna plant food when I get the chance." Dad promised before he bent down to ruffle Mars's hair with a smile and jerking back when the little plant in his arms attempted to bite Dad's finger.

Another woman stepped out of the strange box and walked right up to Venus and Ben before she did something that caught me completely off guard; she went up to Venus and _kissed _her. Full on the lips for more than several seconds before pulling apart with a slight blush on her violet face. While I was absolutely stunned and flabbergasted, I noticed that her wild, long hair was a crazy mix of black, purple, and dark pink and reached down to her wiast as she wore a black jumpsuit with heavy, black boots and a belt around her waist. I half expected to see yet another one of the strange watches strapped to her wrist, but it was far different; it was red with a spiked strap and the watch face was a red and silver maw inside of a black ring instead of the familiar, sharp hourglass shape. What I found even more distracting was that the woman was carrying something in her arms.

Curious, I cautiously sneaked up behind Dad and attempted to look over his shoulder while he, Venus, and the strange woman were distracted by the small bundle in her arms, jumping up and down to get a better view. What I saw was a round, violet skinned face pale lips with dark, black hair with a single, brown streak through it in a wad of blankets, dozing peacefully.

"How's Jasmine doing, Jane?" Venus asked.

"Just fine," Jane replied. "Still sleepy, that's to be expected from babies."

"Hey, Jane! Can you give us a hand with the DJ stand? Holt and River are going to be here soon!" Robecca called from across the roof.

"Give me a sec!" Jane yelled back before handing the little girl in her arms to Ben and tapped the strange watch on her wrist before she raised her hand up and slapped it down on the watch, engulfing herself in a blood, red light; it made me uneasy. _Her shoulders and back swelled with muscle and tissue as her bones grew bigger and bigger with a loud cracked noise. _Her spine ground and cracked before splitting into a second pair right above the original, the transformation forcing it up and out from under her skin and into the open air where it quickly hardened into bony plates with two, sharp fins go outwards and another curving back. A long, bony tail whipped out from the base of her spine, muscle and tissue quickly enveloping it before skin and more bony plating covered the top, a spike forming on the end as four more, Stegosaurus-like spikes sprouted along her tail. Her legs made a sickening, wet sound as they split in two, forming a second pair that quickly bloated with muscle and bigger bones; her toes melted together into two, razor sharp claws as her heels ground and popped out as a third claw. Her body lengthened and became segmented as her arms split into not one, not two, but three pairs whose fingers quickly fused together into two large claws. Her head bulged outwards as razor sharp fangs ripped through her gums and four, bull-like horns grew on either side of her head. The skin around her head turned a blood red as her segmented underbelly turned a light lavender with the back plates turning a dark purple. A long, hollow horn sprouted out from her skull as her nostrils enlarged, completing the transformation as a large, red collar with white spikes formed around her neck.

I was completely terrified! One moment, Jane was there and the next thing I know, a giant monster is in her place! Venus saw the look on my face and smiled with amusement as she went on to explain that while everyone else could turn into aliens, Jane could turn into animals at will and alien animals with the use of the watch on her wrist; for some reason, they called it the Nemetrix. Either way, I was only slightly less scared than before as the massive animal lumbered across the rooftop on all four of its legs, its six, ridiculously small arms curled up against its body as it lowered its head and effortlessly pushed the DJ stand across the roof and into the desired place at the end of the roof.

It was then that Ben noticed I was flickering my gaze and forth between the massive animal on the roof and the small baby in his arms. "Don't worry. Jane's harmless and Jasmine's only two months old." he reassured me, holding up the baby for me to see; the little girl stirred in his arms for a second before she sleepily blinked open her bright, jungle green eyes and starred at me with a blank expression before she suddenly giggled slightly. I couldn't help but smile back.

"YAARR! AVAST, ME HEARTIES!"

I looked up to see a gigantic ship with ragged, torn sails, a skeletal figurehead, and algae encrusted hull slowly and silently sail through the air as it defied gravity; I have no idea what gravity actually is, but that was the least of my conerns when my eyes widened upon seeing what looked to be human skeletons decked out in pirate garb jumping about through the ship's rigging as if they were monkeys, their bony jaws twisted up into smiles as they gave friendly waves down to us before the heavy, barnacle encrusted anchor suddenly dropped over the side and smashed into the roof, leaving a massive dent; Jasmine was utterly oblivious as she went back to sleep.

My eyes widened further as a woman surrounded with a sea blue aura suddenly dove over the side of the ship, laughing all the way as she spun and swirled around the rusted, anchor's chain and landed on the roof with a loud cackle; she had wild, swirling blue and white locks like that of a rough ocean and unnaturally pink eyes on her light blue face. She wore a large, peach colored captain's hat with a large, blue feather in the brim and an intricate head piece of a ship on the ocean waves; along with the captain jacket she wore over a torn, blue dress with a pink, metal belt around her waist with several chains hooked to it that floated around her like octopus tentacles. She too, had one of the watches on her wrist, but what caught my attention the most was the fact that her entire right leg was a bronze knock off.

"Vandala! I just got that roof redone last week!" Lilith shook her fist angrily at the woman.

"Sorry, matey! I'm just excited fer the birthday ghoul's party!" Vandala cheered. "Us pirates loves ta party! ARR!"

"Well, could you at least move the anchor? I don't want anyone to get hurt." Ben sighed as a red light swallowed the massive animal on the roof and returned Jane to the world; she walked back over to us and took Jasmine from Dad's arms.

"I'd love to, matey, but I need to use the loo; those Methanosian tubers aren't sitting well with me lil' Bony Anne." she smiled, patting her stomach before she suddenly phased downwards through the roof below. Dad sighed and rolled his eyes before crossing his arms in front of his face; I thought he looked silly, until he was engulfed in a bright, green light and was changed before my very eyes. His spine stretched upwards as his arms swelled with muscle and tissue as his veins expanded to let the new, alien blood into him as his skin turned a deep, earthy red in color and hardened into a tough plating. His fingers twitched and exploded in size as his chest became massive muscled with heavy plating running down his stomach. His jaw jutted outwards as his teeth cracked and ground to fit his new mouth while his eyes twitched and split into a second pair on his head. Every last hair on his head was pulled into his scalp just as a short beard appeared on his square jaw and a handlebar mustahce sprouted on his upper lip and under his eyes. A loud, cracking noise filled the air as his bones readjusted themselves and a reptilian tail sprouted from the base of his spine as his toes all molded together into two, firm digits with thicks nails. I assumed the transformation was done when the most sickening thing happened: a pair of extra arms suddenly burst out of Dad's sides right under his original arms. All they were raw muscle and bone; I felt something churn in my stomach and I had to bite back something as it crawled up my throat just as tough, red skin enveloped the muscled arms and ended the nightmare. A pair of black, fingerless gloves with a green cuff appeared on each of his four hands as a pair of baggy, black pants and a green sash the every familiar, green hourglass symbol on it materialized on him, ending the transformation just as several spines jutted out from his thick neck and shoulders.

"Fourmungousaur!" the strange creature bellowed as it completely dwarfed all of us. I cowered behind Venus as Mars hugged her ankle. Fourmungousaur merely ignored us for the time being and lumbered over to the massive anchor and effortlessly shoved it across the rooftop with a loud grinding and shrieking noise that made almost everyone cringe; Jasmine somehow managed to sleep through it all without even stirring as Fourmungousaur moved the anchor to the very edge of the roof and out of the way where no one was likely to get hurt on it.

"Everyone here yet?" the large creature rumbled before he was suddenly swallowed in another flash of green light and returned Dad to the world.

"No, we've still some more guests arriving, dear." Frankie rolled her eyes.

"Whatever." Amari grumbled from her corner of the roof.

The strange box dinged omce more and the doors slid open to reveal four more figures that flew out of the box in almost perfect unison. They were rather unnerving to me; everything about them was symmetrical or opposite of the other. Where one of their hair was hot pink in color, the other's was midnight blue, and where their outfit was blue and pink, the others were pink and blue, their jumpsuits covering most of their bodies. Attached to both of their wrists were the same watches that everyone else seemed to have; between the two them were two small kids about Ghouliana's age, one a boy and the other a girl. The little boy had dull, pink hair and the girl had midnight blue locks pulled back into a long, segmented ponytail like her Mom's.

"Gigi, Whisp! What kept you?" Spectra asked.

"We had to pick up Jinni and Rune from daycare." Gigi explained as she held a squriming Rune in her grip; the little boy didn't seem to want to sit still, and before I knew it, he had suddenly vanished in a puff of purple smoke to reappear on the rooftop by Damian's side. Before long, the two of them were up in the air again, frightening Ghouliana when they flew too low for her comfort.

"We ran into some trouble with Sploot," Whisp added as Jinni disappeared from her Mom's arms in a puff of pink smoke to reappear at Amari's side; the teenager only shifted her eyes to glance at the little girl before ignoring her with a sigh. "Don't worry though; Stinkerbell and Sonic Doom took care of 'im."

"Glad to hear it." Dad nodded. I was about to ask more when a sudden shadow cast over me and blotted out the sun for a brief moment before a great wind swept past us; I was suddenly feeling a little chilly under my dress, but that was the least of my concerns when something utterly massive landed on the roof, nearly sending me falling down to my feet before it stopped.

"Dragoon! Charmcaster! So nice of you to make it!" Lilith waved before she returned her attention to trying to get her son and Rune down from the sky.

"Wouldn't miss this for the world." a warm, feminine voice replied. I forced by skirt down, making a mental note to ask Mom for some underwear when I got the chance and turned around to see a tall woman with neatly tanned skin and long, white hair that reahced down to her waist tipped with purple. She wore a single, purple dress with a black stripe down the front and a pink collar around her neck with a ribbon of the same color around her waist. A point, black crown of sorts that looked like a 'V' sat on her forehead and she wore long, black fingerless gloves; she looked almost human, save for the noticable bulge in her belly region.

What really caught off guard though and nearly made myself wet again was the gigantic animal that stood next to her, surveying the rooftop for danger before it cuddle its head up to the woman and nuzzled her lovingly. The creature was massive, bigger than even Fourmungousaur had been and had two pairs of large, bat-like wings folded against its scaled back as its long, reptilian tail swished low against the ground; four long, curved horns sprouted from the beast's skull and it had large snout filled razor sharp teeth. And was it just me, or was that smoke drifting from its nostrils?

"How're the kids, Charmcaster?" Jane asked.

"Unbearable at times, but imagine it'll be worth it when the day comes." Charmcaster grunted, wincing at her aching back until Dragoon actually spoke and told her to take it easy during the party; I really wish I understood what everyone was talking about.

"Dragoon, can you please stop moving for a second? Loch is can't get off." a blue scaled girl said from Dragoon's back.

"Sorry." the dragon apologized, as he lowered his head to the floor and allowed the woman and a small boy slide down his neck like a slide and to the roof. I was a little surprised by this woman because not only did have blue scales for skin, a head of curly, red hair, webbed hands, and a mouthful of needle-like teeth, but she also had a long, reptilian-like tail with a fluke at the end! Unlike most of the other woman, she wore a black leotard with a bright, tartan patterned skirt of some kind around her waist; a small beret sat on her head as she took the small boy in her arms and hefted him up. The boy, Loch presumably, had a deeper skin tone to him than his Mom and dull, brown hair instead of the rich red his Mom. The one thing the boy did seem to retain from his Mom other than the body shape, was a pair of light blue eyes that starred widely at the world.

"Glad you could make it, Lorna. I thought you'd still be trying keep the Appoplexians and Lewodans from tearing out the Tetramand and Incurseans throats." Dad sighed with relief; the comment left me both confused and uncomfortable as Lorna shrugged.

"After a lot of yelling at each other, it smoothed out rather quickly." Lorna admitted. "Believe it or not, Loch actually was some help in keeping Empress Attea and Warlady Looma quiet."

"Frog lady and ant lady mean!" Loch agreed.

I was completely confused as to what he was talking about when a loud squak caught my attention and drew it back towards the sky where I nearly did a double take upon seeing another dragon in the sky! At least, I think it was a dragon. It was a rust red in color, but far smaller in size and its wings didn't actually seem to come from the creature itself, as if it were fake. The toohy snout was more rounded and beak-like and there was no tail. The creature had two slim arms and legs that ended in sharp talons and had a sharp crest on the back of its head. The creature wore a tight, black and purple jumpsuit and was carrying another woman in its arms.

The woman was rather frightening to me, simply because she was nothing more than a skeleton. I'm not sure how I knew what a skeleton was, but it seemed rather disturbing to me. She had bright, brown eyes and had her long, black, red, and blue long tied back in a lush ponytail that reached down to where her tailbone would have been if I could see it. Despite the fact that was nothing more than a collage of bones, she wore a black top trimmed with seemingly random and bright colors with a skirt of the same design around her pelvis, just barely exposing her spine.

The two of them touched down on the ground, with the skeleton lady jogging a short distance to let off speed as the dragon-like creature did a lap around the rooftop before touching down next to Frankie and Dad before it was suddenly consumed in a golden light and replaced by yet another woman with yet another one of those strange watches fixed to their wrists; seriously, how many of those are there? The new woman was covered in dark, brown fur from head to tow with long, lucious, chocolate locks and the large golden eyes of a predator that set me on edge slightly. A black jumpsuit with a purple front and a sash across her chest over her body and a belt with a pair of pouches clipped to the side sat around her waist; she also had a noticably bulge to her belly, though I suspected it wasn't from overeating, whatever that was.

"Glad you could make it, Clawdeen!" Frankie smiled, hugging fury woman.

"I thought you and Skelita wouldn't be back for another week?" Dad wondered after kissing the skeleton woman on the lips, elicting a slight blush to her skull.

"We thought so too, but it turns out that the war was all a big, misunderstanding. It seems the King of Gilli-Perambulous Promenade actually got lost on his way to Aeropela; took a left turn at Pyros System when he should have gone right at Anur System." Skelita responded.

"That's a relief." Dad sighed with relief before turning to Clawdeen. "You doing okay?"

"Stop worrying, Ben. I'm absolutely fine." Clawdeen reassured him as she rubbed her swollen stomach. "Lupa and Faolan are developing nicely." she added with a smile before she took sight of me. "So the operation was a success?"

"Yep. I thought Strikeback wasn't strong enough, but it was better than waiting around for a thunderstorm like Dad did," Frankie shrugged. "That would be your grandfather." she added to me.

"I told you it would work." Clawdeen smirked. "Although I question why you couldn't just plug her into an outlet."

"Tennyson Tower doesn't run on electricity, Clawdeen. We've been through this." Dad rolled his eyes.

"Well, I can't understand half of what Greystorm ever says! I'm not a scientific genius like Ghoulia!" Clawdeen shoved Dad playfully; was I missing something with all this names?

The strange box dinged again and a pair of large figures stepped out onto the roof again; I was incredibly confused and just down right weirded out by the sight of them. The first was violet in color with the lower body of a horse and an upper body similar to Frankie. A set of large, broad wings sat on the shoulders and the head was human looking in appearance with a pair of horse ears on top of her head underneath a neat nest of long, ocean blue locks. She too, had a watch strapped to her wrist and wore a red jacket over a blue, plaid shirt with ruffles at the collar and hem. Standing next to her was a smaller version of her, with the exception of the fact that he was clearly a boy. His skin was a dark purple, almost black in color with a pair of small wings attached to his back. Unlike his Mom, he had ears similar to Dad's and had bright, green eyes on his face with his hair done up in a bright, orange Mohawk; he wore a leather jacket over a white shirt and winked at me as he and his Mom trotted out of the strange box.

"Are we late?" the woman asked.

"Nah, we haven't started yet, Avea." Dad replied. "How's Sagritarius's arm doing?"

"The Galvan doctor said he would be fine as long as he didn't try pulling another stunt for the next couple of weeks." Avea replied, stealing a glare at the sheepish monster before letting him off the hook and setting off to help out Spectra and Robecca with the party decorations. I was about ask Dad some more questions when Sagritarius gallopped over to me and suddenly grabbed me in a headlock before giving me the fatehr of all noogies!

"Hiya, ghoul! Haven't seen you are here!" he greeted me joyously once I was released. "What's your name?"

"My . . . name?" I wondered.

"You don't have a name?" Sagritarius cocked an eyebrow.

"I . . . I don't think so." I shrugged. "I'm only an hour old."

"Oh, you must be my new sister!" he exclaimed happily. "Sorry about your hair, by the way." he apolgized as he attempted to smooth down my mussed up hair.

"Don't worry about it. Right now, I'm just trying to remember everyone's names." I waved it off.

"Allow me to help ya, sis." Sagritarius offered. "So, it looks like you've met most of the family and Aunt Charmcaster and Uncle Dragoon. That leaves only a handful of others left." he listed off when he suddenly noticed something out of the corner of his eye and pulled me around to look at it. A short woman with pale, gray skin was standing near the shadows of the roof, actually talking to the dark space as if it were the most normal thing in the world; while I thought she was crazy, she had pastle green and twilight colored hair that would sweep over one side of her face if she moved too much and had yet another one of the strange watches attached to her wrist; she wore a leather suit with high, black boots and straps across her chest with what looked like a gun of some kind in the holester attached to her belt. She suddenly turned to look around and caught me off guard; her left eye was missing, covered up by a black eye patch. The woman turned back towards the shadows and reached inside before pulling someone of there, as if they were the shadows themselves!

It was a little girl, maybe a few years young than Ghouliana, with nearly white skin and crispy, green eyes like that of the sea foam in the tides as they rolled back and forth; how I knew all of this, all these things and colors, I had no idea and it actually kinda frightened me a little. The little girl had a similar hair color to her Mom with several streaks of purple similar to mine and wore a pajama-like dress with what looked like a teddy bear clutched tightly in her hand as she took her Mom's hand and jammed her thumb into her mouth as she hugged to her Mom tightly, as if afraid that any of her wild siblings or one of her other Moms would suddenly lash out at her. She only ever really brightened when the pair got close to Dad.

"That's Twyla and our sister Mist," Sagritarius explained. "She's kinda . . . afraid of a lot of things. Doesn't like to do much other than sleep, hang out with Ghouliana, her Mom, Dad, or hide in dark places."

"Should we say hi?" I wondered.

"Not yet," my brother replied. "Let her get use to her surroundings a little."

I watched as the Mist hid herself behind Dad's legs, rolling her eyes around to take the large party in until they settled on me; I'll admit that I was a little unnerved by her wide, sea foam eyes starring at me, as if she could see right through me without any difficulty whatsoever. It made me shiver slightly until she switched her gaze to Uncle Dragoon.

"Is that everyone?" I asked.

"No, we're still missing a few. Bonita should have been here by now." Sagritarius mused.

"WOOOOOO-HOOOOOO!"

"There she is." Sagritarius said as a green blur suddenly shot up from over the side of the roof and high into the air, reaching its climax before it came hurling back down and landed with a loud

thud! a mere few feet away and heavily denting the roof just like Vandala's anchor had done. The creature looked like a large insect of sorts to me with a sharp head and clawed fingers with spines on its arms. It had a rather bulb-like abdomen that sat just behind a pair of large, strong legs that looked like they could pack a serious wallop; the creature wore a pair of white and pink overalls over itself.

"Bonita! What did I say about using Crushhopper!?" Dad exclaimed with annoyance. "How many times am I going to have to fix this roof!?" he added to himself with exasperation.

"Sorry." Crushhopper apologized before a bright, pink light swallowed her whole and left someone else entirely behind. She had platinum, blonde hair with a black and white streak near her bright, pink eyes that was pulled into a long, French braid that reached down to her waist; the long braid ran down between a pair of large and absolutely beautiful wings that flapped open and shut every few seconds as a pair of feathery antennae danced on her forehead. She wore a tight, black top that showed off her figure and a short skirt that looked like it was composed out of exotic rags of fang-tastic designs and colors that greatly fascinated me; she also had a slight skeletal look that only slightly put me off. After all, I saw a complete skeleton and a fire-breathing dragon just landed on my roof. It's not like I could see anything stranger.

"Can you believe she use to be the shyest ghoul Dad had ever come across?" Sagittarius wondered. "Now she's practically the family daredevil!"

"Um, Sagittarius? Only been alive for an hour, remember?" I pointed out.

"Oh. Right. You don't know the family history." he said sheepishly, scratching the back of his head. "You can just call me Bud, if you want. It's easier than saying Sagittarius all the time, am I right?' he joked, elbowing me in the ribs gently.

"I . . . guess." I agreed with uncertainty.

"Hey, don't sweat it. You'll get to know everyone." he reassured me when the strange box dinged for what seemed the hundredth time today and a pair of woman strutted out and onto the rooftop. The first was maybe the tallest of all the woman that were my Moms, standing nearly as tall as Dad; she had Nile blue, and brown streaked hair pulled back into a long, braid ponytail that framed her tanned skin and crisp, blue eyes and reached down to her knees. She wore a golden ring around her head with a bright, blue rune in the center just between her eyes, acting like a crown of sorts. She wore a golden brace on either arm and wore a black top with a golden chain design on the bottom and a Nile blue top where her cleavage was; I checked my own chest to find I had a considerable amount of cleavage and hoped to high heaven it wasn't Dad that had sewn me together. A golden belt was strapped around her waist and a tight, blue skirt that just barely covered her hips sat underneath that. On her feet she wore a pair of golden boots with snake figures over the front that put her feet at a near vertical angle. In her arms was a small bundle of blankets that I could only guess to be yet another baby, although judging from the size, this one was considerably older than Jasmine. And based on the bright, pink color of the blankets, I assumed it was also a girl, most likely named Isis from what the woman was cooing.

The other woman was perhaps half a foot or so shorter than the other woman and bared resemblance to Lorna. She had golden colored scales and a long, lizard-like tail with a plume of jade fur at the end. Looking farther up, I saw she had the same colored hair pulled up into a tight pun held together by a pair of sticks of some kind with a long lock running over the right side of her face. She wore a white top with red sleeves and bottom that stopped just above her midriff. She also wore a pair of white pants that just reached her knees with a red trimming on one leg and a decent patch on the other, with a pair of open toed, green saddles to support her feet; lying loosely around her waist and lower hip was a belt with some kind of jewelry looped into it. I decided she was decently normal until she caught sight of Rune and Damian flying through the air with Lilith chasing after them.

"_Zhùyì!_" she yelled loud and curt before she suddenly opened her mouth and blasted a hot, jet of fire right from her lips!

Immediately, Damian and Rune dove towards the ground without complaint and snapped to attention as the woman glared at them with smoke drifting her nostrils before giving them a curt nod and leaving them be; the two boys shared a look before scurrying off elsewhere, their feet never leaving the ground for more than a second.

"That's Jinafire and Nefera." Bud told me.

"How did she-" I started to reply before I was cut off.

"So you are the newest addition to our family?" Jinafire asked me.

"Y-yes, ma'am." I stammered, slightly frightened by her fiery temper.

"Please. You may call me 'Mom' or 'Jinafire'. Even 'Mommy', if you so chose to." she said with a warm smile before giving me a slight bow and leaving to go talk with Charmcaster.

"She only gets like that if someone's really misbehaving," Sagittarius whispered to me. "You wouldn't believe how much she chewed me out for breaking my arm."

"Is that everybody?" Dad asked.

"I think so, luv." Robecca replied. "Lagoona and Gil are vacationing on Piscciss, Abbey and Heath are still on their honeymoon, Cleo and Deuce are visiting Anur Khufos for a week, Rook and Rayona are celebrating Rook Jaji's Bi'nthakoid Ceremony, Draculaura and Clawd are vacationing in Scaris, and Grandpa Max is at a shuffleboard competition." she listed off before a sudden flash of pink light enveloped the air, startling everyone and sending several of my younger brothers and sisters running to their respective parents. Once the light died down, two figures emerged and were quickly welcomed by the adults and older children. The first was a woman with bright, orange bangs towards the front of her head with a pair of white, hoop earrings in her ears. She wore a blue and black spandex suit with a series of weird, little bals embedded in her right arm; to me, they looked painful. She had a light, blue cloak with a hood attached to her neck and a cat-like symbol on her belt. Next to her was a tall man with thick, greasy, black hair with dark marks underneath his eyes that made him look extremely tired in my opinion. He wore a black suit with gray markings and lines on his body with a padlock necklace around his neck with the number '11' carved onto the lock; he sported an 'X' shaped scar on his chin and wore black, finger-less gloves in addition to a pair of thick boots.

"Hope are aren't crashing your party, Tennyson." the man smirked.

"Gwen! I was wondering when you and Kevin were going to arrive." Dad grinned as the woman smiled and gave my Dad a hug before the man gave my Dad a fist bump. "Still haven't tied the knot, huh?" my Dad teasingly.

"Actually, Kevin proposed to me just yesterday." Gwen admitted with a slight blush on her face, holding up her hand to show a sparkling, cyan colored ring on her finger.

"Pure Taydenite. No expense spared for my girl." Kevin grinned, hugging Gwen close to him.

"And where exactly did you get pure Taydenite?" Dad asked suspiciously, raising an eyebrow and speaking in a tone that scared me a little.

"Relax, Tennyson. It's totally legit." Kevin reassured my Dad. "Saved Vulkanus from the Rooters in the Null Void a couple weeks back, and he gave me this as repayment."

"They have gotten more nasty of late, haven't they?" Spectra sighed, shaking her head sadly.

It was then that Gwen and Kevin noticed me trying to look invisible behind Sagittarius; I wasn't afraid of them, but something about Kevin really made me uneasy. "Aw, she looks so cute!" Gwen cooed to my Mom and Dad.

"Yeah, looks just like you, Frankie." Kevin chuckled as he folded his arms over his chest. "How old is she?"

"About an hour." Frankie replied. "She already knows so much."

"That's probably because we preprogrammed her brain with the necessary information." Dad shrugged. "You sure this was how your parents did it?"

"Positive. I kept a diary and everything." Frankie said firmly.

"I thought you said it was an ancient manuscript you borrow from Kai!?"

Frankie and Kevin had doubled over with laughter as Gwen smiled slightly at my Dad's misfortune. I wasn't entirely sure what was going on, from I assumed it was supposed to be happy or something, though I wasn't entirely sure how to respond. Fortunately, I didn't have to.

"Where's Vandala? I promised her I would duel her next time I saw her." Kevin wondered.

"Bathroom. Food isn't sitting well with her." Frankie replied.

"I'll go check on her." Dad volunteered as he quickly crossed his air in front of him and was swallowed by a bright, green light. His skeleton cracked loudly as his skin turned a creamy white with wavy, black lines etching themselves across his arms and legs. His fingers made a sickening sound as razor sharp claws tore through his fingers, a loud tearing sound filling the air as the cream white suit that enveloped him tore in several places to reveal black and white patches of something pulsing like veins underneath. His legs suddenly moved like ooze, wrapping around each other tightly as a sickening crunching sound met my ears; my guess it was his leg bones grinding together as his legs then fused together into a single limb. Dad's skull twitched violently as his head suddenly rotated upside down and his teeth turned into sharp fangs ripping through his gums. His eyes slowly slid across his face until they suddenly merged together into a one, large eye that blinked once before it fractured like glass into hundreds of different specs, like that of a fly's. A sudden wooshing noise caught my attention as a large, pair of wings appeared around my Dad, folding together like that of a cloak that enveloped my Dad's chest and formed a hood over his head; the strange disk appeared on his chest as black and blue armor appeared on my Dad's arms.

"Freak Chill!" my Dad rasped, a breath of vapor escaping the cage of teeth before he suddenly vanished before my eyes and phased through the roof, searching for Vandala.

"We really need to teach him to use the elevator." Gwen sighed.

"That's Uncle Kevin and Aunt Gwen." Bud explained. "That's pretty much everyone."

"What about her?" I wondered, pointing towards Amari; she hadn't moved an inch for the past hour or so, hugging the area of the roof through everything.

"She's . . . ill . . ." was all Sagittarius would say. "And moody."

"I'm going to talk to her." I said.

"I wouldn't do that if I were you." Sagittarius warned me. I gave him a hard look, one that I hoped would be serious enough, and left him, walking across the rooftop with eyes tracing me for a few seconds before they would leave me and go back to what they were doing before. Amari didn't pay any attention to me as I crept up on her and watched her for a few seconds, wondering how and why someone was so depressed. Sucking in a deep breath, I took a few more steps forward and walked up next to her, staying still; for a few seconds, I thought she hadn't seen me until she turned her head barely and narrowed her eyes at me.

"What do you want?" she frowned, a hint of venom in her voice.

"I just wanted to say hi." I replied.

"Well now you have." Amari responded bitterly before returning to the device she was hooked up to.

"Why are you so sad?" I asked after a few seconds of silence.

It was a few minutes before Amari responded at all. "Why do you think I'm sad?" she asked me.

"I don't know." I admitted. "I'm only an hour old. I barely know you."

"And you probably won't know me for much longer." Amari bit out with annoyance. "By the time you're even a year old, I probably won't exist anymore."

"Why? What's wrong with you?" I asked with concern; Amari turned to glare at me full force, her lips turned downward into a deep frown that made me wince slightly.

"You really wanna know?" she snarled.

"Of course I do!" I said.

Amari gave me a hard look, as if she were examining every last part and piece of me before actually speaking at all. "I'm sick, if you must know. Some sort of disease or other, I dunno." she growled. "According to _Azmuth_, it's some kind of parasite or something that's slowly eating away at my body; eventually there'll be nothing left me, as if I was never born." she said bitterly, saying the name as if it were a curse.

"What did your Mom mean by when she said, 'she hasn't selected a species yet'?" I quoted.

"Some kind of backup or cure or something," Amari rolled her eyes. "Azmuth has this idea or other to build me a new bodyor something from the DNA samples in my Mom's Omnitrix and transfer my mind into it or something; he won't start the process until I pick a species to become, but there is no way in Anur Transyl I'm going along with it."

"Why? From what I understand, it sounds like you're getting a second chance at life!" I pointed out with a smile.

"What would you know about life?" Amari snarled at me with incredible disdain.

"Not much," I admitted with a shrug. "All I know is that it's fun!" I laughed; Amari looked at me as if she wanted to burn me alive.

"What's fun about it?" she glared at me. "Even with my Dad and all my Moms and Uncle Kevin, Aunt Gwen, Uncle Dragoon, and Aunt Charmcaster, there's still evil in the universe; no matter what they do, nothing ever changes for the better. Life. Is. Pointless." she emphasized every word.

I guess she was expecting to hurt me with those last few words, but I kept a positive attitude. "C'mon, now! It can't be that bad!"

"Yes, it could." she grumbled.

"Alright, how could it be bad?" I asked, deciding to humor her.

"You could be me." she huffed sadly, turning to look away from me.

"Well, I maybe have only been alive for an hour, but I already love being alive! There's so much to do and so much to see!"

"I don't know where you-" Amari started to say, but I kept going; I was on a roll.

"I don't know how long I'll live. I could live for a hundred years, I could live for only one. I might even die tomorrow without any warning, but that's not gonna stop me from living my life, however short it may be." I pointed out. "And so should you."

"Why should I?" Amari frowned.

"Because you have a second chance to live!" I practically yelled. "You could be any species you wanted to! One those dragon men! One of the frog people! An insect person! A dinosaur dude! An ant person!"

"You mean an Astrodactyl, an Incursean, a Crashhopper, a Vaxasaurian, and a Tetramand?" Amari corrected me.

"If that's what they're called, then yes!" I practically screamed. "_Carpe diem!_"

"Seize the day?" Amari cocked an eyebrow.

"I don't even know what that means, but okay!" I cried happily, jumping up and down with joy.

"Looks like your girl ate too much sugar, Tennyson." I heard Kevin crack before Gwen smacked him upside the head. "Ow!"

"Actually, I think she just made my other girl live again." Dad smiled before he walked up to us and folded his arms across his chest; Vandala phased up through the roof next to him with a warm smile on her lips and a massive sword in her hands with a small, glowing cuttlefish floating near her head. "You two ready to party?"

"Party?" I wondered.

"Of course! It's your birthday!" he chuckled with a warm mirth.

"Birthday?" I was confused again.

"The day you were born. Or in your case, brought to life." Amari explained as she pulled out the two wires from her ears and wrapping them around the device before stuffing it in her pocket. "Guess I oughta start living mine while I still can."

"AGH! The cheesiness! It's too much!" Kevin gagged, clenching his throat with his hands as he dropped to his knees; Gwen smacked him upside the head again as everyone laughed at his misery.

"Yo! Holt and River are in the house!" a loud, obnoxious sounding voice sang loudly. Everyone turned to see a man with clear, blue skin and a wild look in his eye. His face was painted rather strangely, with one side being painted white and the other being painted black as he wore a tophat with goggles around the brim on his head; fire poured out of the burnt top like an active volcano, and I could just barely see the multiple piercings in his ears and nose glow a bright head as his goatee started to smoke; it looked like it hurt. He wore a red sweater vest under a black jacket with flames on the sleeves and a purple tie. Red, finger-less gloves sat on his hands with a golden belt around his waist holding up a pair of ripped, black and gray plaid pants. Thick, leather boots with multiple, red straps sat on his feet with a tattered and torn, purple cape flapping in the breeze behind him.

Following closely behind him with a wild scream of joy or insanity, I wasn't sure which one it was, was a woman on another hoverboard, a warm and crazy smile plastered to her lips. Her hair was wild and insane and as colorful as cotton candy, with the colors effortlessly blending into one another; I still wasn't quite sure how I knew what cotton candy was, but then again, my parents did say they programmed basic stuff into my head; perhaps cotton candy is one of them? Regardless, the woman had pale, white skin that seemed to shimmer and glow in the setting sun, and I could have sworn I saw her bones right through them as she flipped and twilred through the air on her hoverboard, just barely catching the sunlight before she came back down. She wore a tight, black top with a skullete wearing a pink bow with a small crack down the middle over a blood red heart with a needle jammed into it; Under that, she wore a frilly, white skirt with a layer of black silk underneath that flapped in the breeze as she soared. On her feet were high, pale, blue boots with multiple straps on them, a fashion crazy that really seemed to be popular with a lot of girls; or is it ghouls? She had wide, pale blue eyes and a tight, angular face, as if her skin just barely fit over her skull with numerous piercings in her ears and two more in her eyebrows. In her hand she carried a long staff with a massive, curved blade at the end with a black cloak that clasped around her neck.

"PAAAAARTY!" Holt howled at the top of his lungs as he and River came to a screeching halt in front of us. "Sorry we're late, T-man! Just got down with a crazy magic show!"

"It was awesome!" River cheered.

"I imagine it was," Ben chuckled, giving Holt a quick hug before taking River's hand and kissing the back of it politely. "I see no ring yet. Still dating?"

"We're just takin' our time!" River blushed furiously as Holt laughed like a mad man.

"Enough with the no poppin' and lockin' it! Where's the birthday ghoul at?" Holt wondered with a bright smile on his face.

"R-right here." I murmured; these two were starting to make me uneasy, and it wasn't just because they seemed to be immune to pain. With their wild attitudes, they could probably run around the entire world a hundred times without breaking a sweat!

"Aw, she's so cute!" River gushed.

"ARR! That she be!" Vandala agreed, swinging her sword in a wide arc and forcing everyone within range to duck, including me. "She be as cute as a kipper!" she added. I hoped that was a good thing.

"What's her name, T-man?" Holt asked.

"We were going to name her when she woke up, but one thing led to another-" Dad started to explain.

"Say no more, T-man! I got a perfect name for her!" Holt interrupted. "How about 'Casta Noire Tennyson'?"

"Holt, for the last time, we aren't naming any of our kids after pop stars." Ben shook his head. "Even if Casta and Catty are intergalactically famous."

"And yet they were still nice enough to show up fer our weddin', matey!" Vandala laughed.

"Alright, alright, alright. How about we let the kid decide, eh? It's her name after all." Holt pointed out.

"Holt, she's only an hour old. She doesn't know any names other than the ones of her own family." River rolled her eyes.

"Voltage! I knew I picked you to be my ghoul for another reason other than your drop dead looks! Ya got brains too! And lots of 'em!" Holt laughed.

"Aye, but not as much as Ghoulia. Still can't believe she's Azmuth's new assistant!" Vandala chuckled.

Amari and I shared looks at each other, not quite sure if we supposed to still fit into this conversation or not until things were quickly steered back to me not having an identity. By then, Frankie had come back and declared that the party should begin soon if we wanted to get all the younger kids to bed without a fuss; I noticed Dad winced slightly at the mention of that.

"But we can't start until she has a name yet!" Dad protested.

"Aye!" Vandala agreed.

"Well, what do you think a nice name would be?" Frankie asked, crossing her arms over her chest before catching sight of me and gesturing for me to come over to her. I followed and was immediately bombarded with name suggestions from Dad, Vandala, River, and Holt; I looked to Amari for help, but she seemed to have disappeared. I found her seconds later trying to coax Mist and Ghouliana out from the shadows after the grand entrance of River and Holt had frightened significantly.

"STOP!" Frankie yelled, her bolts crackling with electricity that quickly electrocuted the everyone around us except me; with everyone stunned and quiet, she bent down so she was eye level with me with a calm expression on her face. "Think hard, dear. If anyone's going to chose a name, it has to be you."

"But . . . you named all my other brothers and sisters. Why do I get to chose my name?" I wondered.

"Because they couldn't talk when they were born and needed one." Dad coughed and wiped black soot off of his shirt. "But your Mom had a point; if anyone's going to chose who you are, it should be you."

"Couldn't I just be named Frankie Jr.?" I pleaded; my parents merely laughed at the idea, and I had to agree it was pretty ridiculous. But how was I supposed to name myself if I had no idea what a name was?

"How about . . . Persephone?" Frankie suggested. "I think your Mom would be flattered.

Persephone. The name has a nice ring to it, but I'm kinda confused on its meaning. I look to my Dad for an explanation, but he somehow seems distant. I mean, he's right here standing in front of me, but he has this far off look like his mind is somewhere else entirely.

"What's wrong with Dad?" I asked quietly.

"Nothing. Just a bad memory." Frankie assured me, although from the tone of voice she used, it seemed to be a touchy subject; Vandala, River, and Holt had gone silent too, although I wasn't sure if they were still suffering from the sudden charge Frankie had given them or not. "Come on! You get to pick out the first song!" she suddenly became happy once more; I let the mood slide when I saw my Dad's brighten up, but I made a mental note to ask my brothers and sisters if they knew anything about what Mom meant by a 'bad memory'.

I was led over to the DJ stand by Frankie with River flying overhead and Holt running like a maniac with his pants on fire to check out the music selection for the night; I didn't really see anything that looked like to be music or anything, but from the way River and Holt were practically squealing after glancing over a small, hovering, green square above the DJ stand, I knew I was in for a wild night. Holt led me up to the strange, green square and slowly scrolled through the hundreds if not thousands of music choices listed on the square, knowing I had no idea how to operate it. I really had no idea what song to chose, but an artist's name caught my eye.

"What's this one?" I asked, pointing at the name.

"Oh, YEAH!" Holt practically screamed. "Catty Noire and Casta Fierce, ghoul! And it's the number one hit song in this entire galaxy, too!" he added; I guess I made a really good choice, because Holt was practically dancing around the DJ stand like the same maniac he was only with flaming ants in his pants this time until he grabbed hold of the microphone and tested to see it was on.

"Hello? Everybody here out there?" he asked quietly; once it was confirmed that everyone could here him, he quickly launched back into the loud, crazy dialogue he was known for. "Good evening, all you man-sters and ghouls! We're gathered here today for the T-man's newest daughter's birthday!" he announced loudly. "Give it up for the birthday ghoul, Persephone Tennyson!" he howled, a loud roar of approval going out over the family; Holt grinned like an idiot as he took off his top hat and surprisingly sat it on my head, the brim nearly going down over my eyes before I caught it. "Keep it safe for me, will ya doll?" he winked at me.

I'm sorry to say that blushed a little, probably from embarrassment, but I gladly took the hat and hopped down from the DJ stand as Holt and River took their positions and started the music up; it had a scary cool beat! And while I have to admit that watching my parents dance together to the thumping beat of the song was both embarrassing and scary romantic at the same time, my first birthday was the best day of my unlife!

_You can be the coolest Monster in class, but that won't get you no pass!_

_Even the popular's got problems you know!_

I watched as Spectra and Vandala danced together in the air above me, giggling like school girls as they soun around and danced to the beat; I was caught off guard when I saw Robecca and Venus dancing just like my Mom and Dad, nice and close together. It made me a little uncomfortable, but I figured my already massive family was full of quirks. What were a few more?

_That doesn't mean that things won't try to tear you down!_

_It's the way of life as the living dead! I thought you know this by now?_

Kevin, try as hard as he could, was unable to look as manly as he wanted to with Gwen leaning her head on his chest and his arms around his waist and Damian and Rune mocking him when he wasn't looking while they swung to the beat.

_We're all just ghouls at the end of the day, howling at the moon, won't you come out and play?_

_W'ere all just ghoul at the end of the day, and we're breaking thru like zombies coming out of the grave!_

I got a slight uneasy sense when all of my Moms and Dad suddenly got a mischievous glint in their eyes as they turned to the watches strapped to their wrists and tapped them before slapping them and swallowing themselves in various flashes of bright light; I was amazed and stunned as I watched my parents emerge as dozens of different aliens from the stars beyond or the city below, simply amazed at the various forms that I was sure to meet in my life. It was then that I felt a tapping on my shoulder and saw Sagittarius standing there, a goofy smirk on his face and an outstretched hand waiting for me; I took it.

_I like to party like a Monster! Under the moon, we just spooking around!_

_Party like a Monster! It's a celebration, pump your fists and get loud!_

_How we get together!_

_Make it last forever!_

_We're stoppin' never!_

_Party like a Monster!_

At this point, Holt and river grabbed a pair of microphones and started to sing along with the song with ridiculous voices for a few seconds before they decided to get serious and sing as best as they could. I was barely paying attention, since I was just trying to keep from tripping over my own two feet while Sagittarius skillfully moved all four of his and kept me standing with his arms; Charmcaster and Dragoon, who had somehow managed to shrink down to a rather attractive looking human-like form were dancing in the air as if there were some kind of invisible platform there that I couldn't see.

_"Yeah, we go all night to the morning, goblins young, wild, and free! I need a Monsteress just like Medusa! One look will make 'em all freeze!"_

_"We, live inside of your nightmares! I might scare, you make me lose control! It's unusual to be the walking dead, but make it look so bootiful!" Holt rapped with surprising skill before River took over._

_"Put ya hands up and rock it out! Pump ya fist and let's scream and howl!"_

_"Let's freak 'em out, up and down as we jump around!"_

_"Ghouls and Gals know how to get down! Haunted house party underground!"_

_"Do it just like the Monsters, owww!"_ River crooned into the microphone before the song jumped back into the chorus. I managed to see the Astrodactyl that was Clawdeen spin around in the air with what I could only guess to be Bonita in what looked like the body of an over-sized dragonfly with four, stalk-like eyes and a horrible odor. Jane had been one of the few adults to not transform during the first chorus, and was hanging near the back of the roof with Jasmine in her arms and Ghouliana and Mist shuffling and dancing around at her feet; I think she volunteered to look after my little brothers and sisters for the time being while everyone else danced.

_I like to party like a Monster! Under the moon, we just spooking around!_

_Party like a Monster! It's a celebration, pump your fists and get loud!_

_How we get together!_

_Make it last forever!_

_We're stoppin' never!_

_Party like a Monster!_

_Party like a Monster!_

I could tell that the song was starting to wind down for the moment as everyone started to slow to a crawl with their dancing, but I never felt so alive before; I could feel my bolts sparking furiously as I laughed and caught sight of Amari standing near the strange box that dinged with a small on her lips as she watched me have the time of my unlife.

Before anyone could stop me, I rushed across the rooftop, startling Mist and Ghouliana slightly, as I ran up to Amari and grabbed her by the wrists and pulled her out into the crowd, casting a quick look back at Holt and gesturing for him to replay the song; Amari gave me an odd and rather uncomfortable look, but decided to humor me at the very least and enjoy herself for the night.

After all, if you only get to live once, you might as well have fun doing it, right?

* * *

"So this is my future?" Ben asked as he watched his older self dance with a matured Frankie. He watched as his multiple children danced and raced around the rooftop to Holt and River's wild and crazy beat; despite all the noise this was probably creating for the city, he had to admit it actually looked kinda of nice. Like a perfect photo or something shot out of a magazine.

"It might be, it might not." Paradox smiled warmly beside him; the wild party below them were oblivious to the two of them as they watched through a temporary tear in the time line the Time Walker had created. "Only _time _will tell." he cracked with a broad smile.

"Little corny there, Professor." Ben smiled.

"Be that as it may, Benjamin, sometimes corny endings are the most happiest and fun to watch." Paradox smirked.

"Can't argue with you on that one."

**And there we go, man-sters, ghouls, and gals!**

**I hope you enjoy this story as much as I did writing it, and I hope to see many of you and maybe more in my sequel and one-shot series! This is ****_Creaturemaster_ signing off for now! Thanks to everyone who has contributed to this story in some shape or form, whether you voted on a poll, helped me come up with plot points for the story, or helped me write an idea, it's all greatly appreciated!**

**Remember, be freaky, be fabulous, be a Monster!**

**Hasta Luego!**


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